Finance Monthly M&A Awards 2019 - Winners Edition

FINANCE MONTHLY M&A AWARDS 2019 23 ABOUT TAKEDA PHARMACEUTICAL COMPANY LIMITED Takeda 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. Takeda focuses its R&D efforts on four therapeutic areas: Oncology, Gastroenterology (GI), Neuroscience and Rare Diseases. We also make targeted R&D investments in Plasma-Derived Therapies and Vaccines. 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. 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. The deal will be the largest-ever overseas acquisition by a Japanese company and will lead to big payments to advisers working on both sides of the transaction. The Japanese company expects spend about $733.4 million in fees and expenses in total, while London-listed Shire’s costs will range between $216.5 million and $229.5 million, the companies disclosed in the documents. Takeda’s team of advisers includes investment banks Evercore (EVR.N), JP Morgan (JPM.N) and Nomura while Shire’s line-up includes Citigroup (C.N), Goldman Sachs (GS.N) and Morgan Stanley (MS.N). Takeda’s single biggest expense will be its financing arrangements for the takeover which will cost it $386.6 million. That financing package includes a bridge loan of almost $31 billion from lenders including Sumitomo Mitsui Banking Corp and MUFG. Takeda is also spending $111.7 million on financial and corporate broking advice and $44.2 million on lawyers, the documents show. Its other costs include $24.3 million for accounting advice and $6.3 million to public relations consultants. Meanwhile, Shire estimates that it will pay banks as much as $150 million for their advice during the takeover, and up to $70 million to its lawyers. Takeda still needs approval from European regulators and its investors for the deal to go ahead and said on Monday that it had scheduled a shareholder meeting for Dec. 5 for investors to vote on the takeover. 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. 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. “We appreciate the support of our employees, partners and shareholders throughout the process. This marks a significant moment in Takeda’s 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. The Operating Model we established in September last year has set a clear framework for our integration plans, and we have a highly skilled and dedicated integration team leading the process.” ABOUT SHIRE OUR BUSINESS MODEL In August 2017, Shire announced that it was conducting a strategic review of its neuroscience business. Following the first stage of this review, the Board concluded that the neuroscience business warranted additional focus and investment and that there was a strong business rationale for creating two distinct business divisions within Shire: a Rare Disease division and a Neuroscience division. Each division will benefit from sharper management focus, greater strategic clarity, and an increased ability to deploy resources to key growth priorities. This divisional structure will be an important first step in enabling Shire to maximize mid- to long-term product sales, cash generation, and innovation for both businesses. The second stage of the review will include continuing to evaluate all strategic alternatives for the Neuroscience division, including the merits of an independent listing. Shire will give an update on the second stage of the review in the second half of 2018. For more information, visit www.takeda.com Learn more about Shire at www.shire.com TRANSACTION DETAILS COMMENTS FROM THE TRANSACTION