The transaction has been approved by both companies boards of directors, and is expected to close in the first half of calendar year 2019. Takeda finally cracked the deal after four . Two centuries. We will announce the impact of the JBIC Loan on our business performance promptly after we estimate it. I am confident that this relentless focus will enable us to continue delivering against our priorities throughout this process. This marks a significant moment in Takedas history and is an exciting step forward as we accelerate our transformation journey to deliver highly-innovative medicines to patients around the world with expanded scale and geographical footprint.Weber continued, The execution of our integration begins today, and we are confident in our ability to execute a smooth integration under the leadership of our experienced and diverse Takeda Executive Team with a strong track record. Except to the extent otherwise required by applicable law, neither Takeda nor Shire undertake any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. The combined group will build on existing partnerships, including Takedas more than 180 active partnerships with academia, biotechnology companies and startups, to further enrich the pipeline. by Takeda Pharmaceutical Company LimitedAbout Takeda Pharmaceutical Company LimitedTakeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) is a global, values-based, R&D-driven biopharmaceutical leader headquartered in Japan, committed to bringing Better Health and a Brighter Future to patients by translating science into highly-innovative medicines. The acquisition will build on Takedas long Japanese heritage and values-based culture to create a global biopharmaceutical leader, driven by innovative and world-class R&D. Takeda Announces Acquisition of Own Shares, (Pursuant to the provision of its Articles of Incorporation in accordance withArticle 459, paragraph 1 of the Companies Act of Japan). This makes Takeda one of the top ten pharmaceutical companies in the world. Copyright 1995-2022 Takeda Pharmaceutical Company Limited. The acquisition is expected to result in Takeda being the only pharmaceutical company listed on both the Tokyo Stock Exchange in Japan, where it will continue to have its primary listing, and the NYSE in the U.S., enabling it to access two of the worlds largest capital markets. Takeda Pharmaceutical Company Limited (TSE: 4502/NYSE: TAK) is a global, values-based, R&D-driven biopharmaceutical leader headquartered in Japan, committed to discover and deliver life-transforming treatments, guided by our commitment to patients, our people and the planet. With the date of our Extraordinary General Meeting of Shareholders now set, we are looking forward to continuing our dialogue with shareholders regarding the compelling strategic and financial benefits of this transaction.Further to the announcement on October 26, 2018, Takeda and Shire have held discussions with the European Commission (EC) in relation to the future potential overlap in the area of inflammatory bowel disease between Takedas marketed product Entyvio (vedolizumab) and Shires pipeline compound SHP647, which is currently in Phase III clinical trials. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. Takeda Pharmaceutical has completed its 46bn acquisition of Shire, catapulting the 237-year-old Japanese group into one of the world's largest drugmakers with combined revenues of $31bn . Takeda's strengthened, highly innovative R&D engine enables the company to have a more global, robust and modality-diverse pipeline as well as to focus on breakthrough innovation.The combined annual revenue of the company, exceeding $30 billion USD, is mainly derived from the key business areas of Oncology, GI, Neuroscience, Rare Diseases and PDT.We are delighted that the acquisition was approved by an overwhelming majority of our shareholders at Takeda's extraordinary general meeting on December 5th, 2018. The acquisition of Shire will accelerate Takedas transformation by bringing together Takeda and Shires complementary positions in GI and neuroscience. The substantial cash flow generation expected to result from the Acquisition will enable the combined group to de-lever quickly following completion. Kana Inagaki in Tokyo. The approval rates were 89.1% from Takeda and 99.8% from Shire. All rights reserved. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Nomination Committee and Compensation Committee, Audit and Supervisory Committee and Internal Audit, We will become a global, values-based, R&D-driven, biopharmaceutical leader, Supplier Registration Process via Ariba Commerce Cloud. 8 months from deal announcement to deal closeStrong shareholder support with high approval rates on Takeda (89.1%) and Shire (99.8%)Integration planning well underway, OSAKA, JAPAN, January 8, 2019 Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) (Takeda) today announced the completion of its acquisition of Shire plc (Shire), becoming a global, values-based, R&D-driven biopharmaceutical leader headquartered in Japan.Takeda now has an attractive, expanded geographic footprint and leading position in Japan and the U.S., bringing its highly-innovative medicines to approximately 80 countries/regions with dedicated employees worldwide. Takedas R&D efforts are focused on its four therapeutic areas of Oncology, Gastroenterology (GI), Neuroscience and Rare Diseases, with targeted R&D investment also committed to Plasma-Derived Therapies (PDT) and Vaccines. Takeda conducts R&D both internally and with partners to stay at the leading edge of innovation. Overall, Takeda made five public bids for Shire. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. We also make targeted R&D investments in Plasma-Derived Therapies and Vaccines. Takedas experienced management team has a proven track record of executing complex business integrations and large-scale transformations, and is well-positioned to successfully integrate Shire and maximize the value of the combination. Takeda is committed to addressing the worlds biggest challenges to sustainable development over the long term. Takeda Pharmaceutical Company Limited (TSE: 4502) is a global, research and development-driven pharmaceutical company committed to bringing better health and a brighter future to patients by translating science into life-changing medicines. The integrated company will continue to be headquartered in Japan, expand its R&D presence in the Boston area and have major regional locations in Japan, Singapore, Switzerland and the U.S. These expressions are also used where no useful purpose is served by identifying the particular company or companies. Nomination Committee and Compensation Committee, Audit and Supervisory Committee and Internal Audit, We will become a global, values-based, R&D-driven, biopharmaceutical leader, Supplier Registration Process via Ariba Commerce Cloud. Takeda will host an additional audio webcast at 10.00 p.m. JST / 2.00 p.m. BST / 9.00 a.m. Impact on the financial results for the fiscal year ending March 2019Upon the execution of the JBIC Loan, the commitments under the Bridge Credit Agreement will be reduced by 3,700,000,000 U.S. dollars. The acquisition is expected to close in the first half of calendar year 2019. Countless innovations. Copyright 1995-2022 Takeda Pharmaceutical Company Limited. Countless innovations. Takeda is committed to addressing the worlds biggest challenges to sustainable development over the long term. It also included Shire's debt, bringing the acquisition closer to $80 billion. Shire has strong expertise in rare diseases, an attractive modality-diverse mid- and late-stage pipeline, enriched with large-molecule programs, as well as cutting-edge technologies in gene therapy and recombinant proteins. Takeda will continue to focus on the acceleration of its oncology business, following its recent acquisition of ARIAD Pharmaceuticals. Takeda Announces Publication of Circular and Notice of Extraordinary General Meeting of Shareholders in relation to the Proposed Acquisition of Shire, Global Ethics & Compliance / Global Code of Conduct, Notice of the Resolution of the Date and Agenda of the Extraordinary General Meeting of Shareholders. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom. TAKEDA LIFE THEATER, Embark on a journey of discovery inside the human body! Takeda Pharmaceutical Company Limited ( TSE:4502) (the " Company or " Takeda ") announces that it has today, December 3, 2018 (London time), entered into a Loan Agreement with the Japan Bank. Past performance is not an indicator of future results and the results or statements of Takeda in this press release may not be indicative of, and are not an estimate, forecast, guarantee or projection of Takedas future results. We are focusing on developing highly innovative medicines that contribute to making a difference in people's lives by advancing the frontier of new treatment options and leveraging our enhanced collaborative R&D engine and capabilities to create a robust, modality-diverse pipeline. The abstracts span Takeda's extensive hematology portfolio and research and development (R&D) pipeline, featuring data on multiple products and investigational candidates, supporting Takeda's commitment to helping healthcare professionals improve the way they treat patients as well as delivering innovative solutions for the . | May 29, 2022 Takeda intends to maintain its investment grade credit rating with a target net debt to Adjusted EBITDA ratio of 2.0x or less within three to five years following completion of the Acquisition, without the need to issue new shares. It will be significantly accretive to underlying earnings per share from the first full fiscal year following completion, and will produce strong combined cash flows. The largest-ever foreign takeover by a Japanese company officially closed Monday, as Takeda Pharmaceutical Co. announced that it had acquired Shire plc. OSAKA, JAPAN, January 8, 2019 - Takeda Pharmaceutical Company Limited ( TSE:4502/NYSE:TAK) ("Takeda") today announced the completion of its acquisition of Shire plc ("Shire"), becoming a global, values-based, R&D-driven biopharmaceutical leader headquartered in Japan. Immediately following completion of the transaction, Takeda shareholders will hold approximately 50 percent of the combined group. Approximately 30,000 Takeda employees are committed to improving quality of life for patients, working with Takeda's partners in health care in more than 70 countries. The acquisition of Shire will provide compelling financial benefits for the combined group. Takeda intends to maintain its investment grade credit rating, with a target net debt to EBITDA ratio of 2.0x or less in the medium term. Investors and analysts can dial in to the conference call using the numbers below: Standard International Access: +44 (0) 20 3003 2666; Japan Toll Free: 006633132499; UK Toll Free: 0808 109 0700; USA Toll Free: 1 866 966 5335; Tokyo Toll Free: +81 (0) 3 5050 5366; and Passcode: 161017. The following is a press release from Takeda, formerly Shire. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Related reports can be found in the Rule 2.7 Announcement made by Takeda on May 8, 2018, as well as information regarding the method of calculation of the synergies and the costs to achieve such synergies.Shire Scheme Document and Shareholder MeetingsTakeda also notes that Shire has today published its scheme document (the Scheme Document) in relation to the Acquisition and plans to hold its shareholder meetings in connection with the Acquisition on December 5, 2018, following Takedas EGM.The Scheme Document and certain other documents relating to the Acquisition will shortly be available to view on the Company's website at www.takeda.com/investors/offer-for-shire.Notice of the Resolution of the Date and Agenda of the Extraordinary General Meeting of Shareholders. TAKEDA LIFE THEATER, Embark on a journey of discovery inside the human body! The procedures and timings for shareholders to vote on the resolutions are set out in the notice of the EGM in the Circular. Nomination Committee and Compensation Committee, Audit and Supervisory Committee and Internal Audit, We will become a global, values-based, R&D-driven, biopharmaceutical leader, Supplier Registration Process via Ariba Commerce Cloud. Innovative products, especially in oncology and gastroenterology, as well as Takedas presence in emerging markets, are currently fueling the growth of Takeda. Under the terms of the acquisition, each Shire shareholder will be entitled to receive $30.33 in cash for each Shire share and either 0.839 new Takeda shares or 1.678 Takeda ADSs. Find the original press release here. The substantial cash flow generation expected to result from the acquisition will enable the combined group to de-lever quickly following completion. With a truly innovative portfolio and pipeline,I believe thatthecombinationof the two companies is in the best interests of shareholders and offers an opportunity to improve the lives of even more patients globally with rare and highly specialized conditions., Brings together complementary positions in GI and neuroscience; provides leading positions in rare diseases and plasma-derived therapies to complement strength in oncology and focused efforts in vaccines. An enlarged and well-positioned combined portfolio will strengthen the combined groups ability to invest in the business and deliver returns to Takeda shareholders. Under the terms of the acquisition, Shire shareholders will be entitled to receive, for each Shire share, $30.33 in cash and either 0.839 new Takeda shares or 1.678 Takeda ADSs. We are also pleased to have completed the acquisition several months earlier than expected, which was enabled through the hard work of our respective organizations and the smooth receipt of regulatory clearances, said Christophe Weber, President and Chief Executive Officer of Takeda. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). The acquisition of Shire will accelerate Takeda's transformation by bringing together Takeda and Shire's complementary positions in GI and neuroscience. For more information, visit https://www.takeda.com/newsroom/.Additional InformationThis Announcement is provided for information purposes only. It is by far the largest foreign buy-out ever executed by a Japanese firm (even though the country's outbound merger-and-acquisition activity is surging). Takeda Announces Publication of Circular and Notice of Extraordinary General Meeting of Shareholders in Relation to the Proposed Acquisition of Shire OSAKA, Japan, April 13, 2022--Takeda Pharmaceutical Company Limited (TOKYO:4502/NYSE:TAK) ("Takeda") today provided an update on the status and announced the completion of the acquisition of its . Under the terms of the Acquisition, Shire shareholders will be entitled to receive $30.33 in cash and either 0.839 new Takeda shares or 1.678 Takeda ADSs for each Shire share held. TAKEDA LIFE THEATER, Embark on a journey of discovery inside the human body! All rights reserved. Takeda conducts R&D both internally and with partners to stay at the leading edge of innovation. We are focusing on developing highly innovative medicines that contribute to making a difference in peoples lives by advancing the frontier of new treatment options and leveraging our enhanced collaborative R&D engine and capabilities to create a robust, modality-diverse pipeline. One vision. Innovative products, especially in oncology and gastroenterology, as well as Takeda's presence in emerging markets, are currently fueling the growth of Takeda. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. December 3, 2018: Takeda Announces Execution of Loan Agreement in Connection with Proposed Acquisition of Shire plc Shire Scheme Document, Shareholders Meetings and Settlement / November 12, 2018 - Shire Scheme Document November 12, 2018 - Shire General Meeting Form of Proxy With regards to Deleverage rapidly, Takeda is targeting a 2x (i.e. This marks the completion of the intended refinancing program for our bridge facility at an overall blended interest rate across the various components of the refinancing that is highly satisfactory, which we believe supports our intention to maintain our well-established dividend policy and investment grade credit rating. Payment of a portion of the Acquisition cash consideration and related fees, costs and expenses incurred by Takeda. Japan-based Takeda Pharmaceutical has officially completed the acquisition of UK headquartered Shire for a total consideration of $62bn. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. OSAKA, Japan--(BUSINESS WIRE)-- Further to the announcement on May 8, 2018, by Takeda Pharmaceutical Company Limited ("Takeda" or the "Company") regarding the proposed acquisition (the "Acquisition") of Shire plc ("Shire"), Takeda announces the publication of a circular (the "Circular") containing a notice of its decision to hold an Extraordinary General Meeting of . Except to the extent otherwise required by applicable law, neither Takeda nor Shire undertake any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.No profit forecasts or estimatesUnless expressly stated otherwise, nothing in this Announcement (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Takeda or Shire, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Takeda or Shire, as appropriate.Medical informationThis Announcement contains information about products that may not be available and in all countries, or may be available under different trademarks, for different indications, in different dosages, or in different strengths. The integration will be supported by the companies highly complementary organizational structures in geographic areas, including hubs in the Boston area, Switzerland and Singapore, as well as similar therapeutic area focus and complementary approaches to R&D. Global Ethics & Compliance / Global Code of Conduct, https://www.takeda.com/investors/reports/sec-filings/. Creates a highly complementary, robust, modality-diverse pipeline and a strengthened R&D engine focused on breakthrough innovation. Shire (acquired by Takeda) 20183 - 2019111 County Dublin, Ireland (Shire was acquired by Takeda in Jan 2019) Re-built Shire Treasury team in Ireland hiring Capital Market and Risk. Yet price alone isn't what makes this takeout noteworthy. The Acquisition will strengthen Takedas presence across two of its three core therapeutic areas - gastroenterology (GI) and neuroscience and provide leading positions in rare diseases and plasma-derived therapies. Takeda is dedicated to carrying out integration efforts in a manner consistent with the companys core values of integrity, fairness, honesty and perseverance, building on the expertise of employees of both companies. SHPG announced that its acquisition by Japan-based Takeda Pharmaceuticals for $62 billion has been approved by its shareholders. In addition, Takeda will apply for its ADSs (each representing 0.5 Takeda shares) to be listed on the NYSE effective on or shortly after the effective date. Takeda focuses its R&D efforts on oncology, gastroenterology and neuroscience therapeutic areas plus vaccines. The Circular will shortly be available to view on the Company's website at www.takeda.com/investors/offer-for-shire.The acquisition of Shire will accelerate our strategic transformation to create a stronger, more global and more competitive company with the financial strength to continue investing in delivering highly innovative medicines and transformative care to patients around the world, said Christophe Weber, President and Chief Executive Officer of Takeda. Proposed Acquisition of Shire plc by Takeda, Highly Compelling Strategic and Financial Rationale, Global Ethics & Compliance / Global Code of Conduct, https://www.takeda.com/investors/offer-for-shire/, Brings together complementary positions in gastroenterology (GI) and neuroscience; provides leading positions in rare diseases and plasma-derived therapies to complement strength in oncology and focused efforts in vaccines, Enhances Takedas cash flow profile, with management confident of delivering substantial annual cost synergies and generating attractive returns for shareholders, Takedas transformation positions the combined group to successfully integrate Shire and maximize value from the combination, 48.17 per Shire share based on the closing price of 4,535 per Takeda share on May 2, 2018, and the exchange rates of : of 1:147.61 and :$ of 1:1.3546 on May 4, 2018 (being the latest practicable date prior to this announcement); and. Free Report. The companies in which Takeda directly and indirectly owns investments are separate entities. For more information, visit https://www.takeda.com/newsroom/. Celebrating the grand opening of Takeda Global Headquarters. Rather, the deal reflected a larger trend of global expansion among Japanese drugmakers and could . Celebrating the grand opening of Takeda Global Headquarters. The Acquisition is expected to deliver substantial pre-tax cost synergies of at least $1.4 billion each year by the end of the third fiscal year following completion. These forward-looking statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those expressed or implied by the forward-looking statements: the economic circumstances surrounding Takedas global business, including general economic conditions in Japan and the United States; competitive pressures and developments; changes to applicable laws and regulations, including global health care reforms; challenges inherent in new product development, including uncertainty of clinical success and decisions of regulatory authorities and the timing thereof; uncertainty of commercial success for new and existing products; manufacturing difficulties or delays; fluctuations in interest and currency exchange rates; claims or concerns regarding the safety or efficacy of marketed products or product candidates; the impact of health crises, like the novel coronavirus pandemic, on Takeda and its customers and suppliers, including foreign governments in countries in which Takeda operates, or on other facets of its business; the timing and impact of post-merger integration efforts with acquired companies; the ability to divest assets that are not core to Takedas operations and the timing of any such divestment(s); and other factors identified in Takedas most recent Annual Report on Form 20-F and Takedas other reports filed with the U.S. Securities and Exchange Commission, available on Takedas website at:https://www.takeda.com/investors/reports/sec-filings/oratwww.sec.gov. Our employees are committed to improving quality of life for patients and to working with our partners in health care in approximately 80 countries and regions.For more information, visit https://www.takeda.com, Investor Relations Contact:Takashi Okubotakeda.ir.contact@takeda.com+81 3 3278 2306Media Inquiries:Tsuyoshi Tada (Outside of Japan)Tsuyoshi.Tada@takeda.com+1 617 551 2933Kazumi Kobayashi (Japan)Kazumi.kobayashi@takeda.com+81 3 3278 2095. These risk factors expressly qualify all forward-looking statements contained in this Announcement and should also be considered by the reader.All forward-looking statements attributable to Takeda or Shire or any person acting on either companys behalf are expressly qualified in their entirety by this cautionary statement. Under the final bid, Shire agreed to be acquired for about $62.2 billion (U.S.), or $66.22 per share, made up of $30.33 per share in cash and 0.839 shares of Takeda stock. Takedas well-established dividend policy will remain a key component of future shareholder returns. All rights reserved. Additional risk factors that may affect future results are contained in Shires most recent Annual Report on Form 10-K and in Shires subsequent Quarterly Reports on Form 10-Q, in each case including those risks outlined in ITEM1A: Risk Factors, and in Shires subsequent reports on Form 8-K and other Securities and Exchange Commission filings (available at www.Shire.com and www.sec.gov), the contents of which are not incorporated by reference into, nor do they form part of, this Announcement. Together, we will be a leader in providing targeted treatments in gastroenterology, neuroscience, oncology, rare diseases and plasma-derived therapies. All rights reserved. With the acquisition of Dublin-based Shire by Japan-based Takeda Pharmaceutical pretty much a done-deal, Takeda appears to be getting its financial house in order before it closes.. Takeda announced that it is divesting its majority stake in a Chinese joint venture for about $280 million. Takeda Announces Execution of Loan Agreement in Connection with Proposed Acquisition of Shire plc, Global Ethics & Compliance / Global Code of Conduct. Significant Milestone in Proposed Acquisition of Shire Completes Intended Refinancing Program for Takeda's Bridge Credit Agreement Supports Takeda's Commitment to Maintain Investment Grade Credit Rating Post-Closing Takeda (Investor Relations)Takashi Okubotakeda.ir.contact@takeda.com+81 3 3278 2306Takeda (Media inside Japan)Kazumi KobayashiKazumi.Kobayashi@takeda.com+81 3 3278 2095Takeda (Media outside Japan)Tsuyoshi TadaTsuyoshi.Tada@takeda.com+1 617 551 2933Elissa JohnsenElissa.Johnsen@takeda.com+1 312 285 3203Finsbury (communications support to Takeda)(U.K.) Rollo Head / James Murgatroyd / Anjali Unnikrishnan+44 207 251 3801(U.S.) Kal Goldberg / Chris Ryall+1 646 805 2000About Takeda Pharmaceutical CompanyTakeda Pharmaceutical Company Limited (TSE: 4502) is a global, research and development-driven pharmaceutical company committed to bringing better health and a brighter future to patients by translating science into life-changing medicines. 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Timings for shareholders to vote on the resolutions are set out in the.! Drugs, including approval by the shareholders of both companies delivering substantial annual cost synergies generating Takeda and its subsidiaries in general 10.00 p.m. JST / 2.00 p.m. BST / 9.00 a.m health.. Am confident that this relentless focus will enable the combined group violation of applicable securities.! 2.00 p.m. BST / 9.00 a.m benefits of the transaction complementary product portfolio pipeline A href= '' https: //gstv.afphila.com/when-did-takeda-acquire-shire '' > < /a > How much Takeda. And well-positioned combined portfolio will benefit from Takedas strong international presence in emerging markets and.!
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