TIDMSHP
RNS Number : 6694L
Takeda Pharmaceutical Company Ltd
20 April 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE UK CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER
WILL BE MADE, OR AS TO THE TERMS ON WHICH ANY OFFER WILL BE
MADE.
FOR IMMEDIATE RELEASE
Takeda Statement Regarding Improved Proposal for Shire plc
Cambridge, Mass. April 20, 2018 and Osaka, Japan, April 20, 2018
- Following the last proposal made on April 12, 2018, and after
careful consideration, Takeda Pharmaceutical Company Limited
("Takeda") is today making an improved proposal to the Board of
Shire plc ("Shire") to acquire the entire issued and to be issued
share capital of Shire (the "Improved Proposal"). The Improved
Proposal is at a price equivalent to GBP47.00 per share, comprised
of GBP21.00 in cash (to be paid in U.S.$) and GBP26.00 of new
Takeda shares, which represents:
-- an increase of approximately 7 per cent. to the original
proposal of GBP44.00 per share made on March 29, 2018;
-- an increase of GBP3.25 and approximately 18 per cent. in cash
per Shire share to the previous proposal of GBP17.75 in cash (to be
paid in U.S.$) per share made on April 12, 2018; and
-- a premium of approximately 58 per cent. to Shire's closing
share price of GBP29.81 on March 23, 2018 (the last date prior to
rumors of Takeda's possible interest in an offer for Shire).
Takeda believes that the Improved Proposal represents a highly
compelling opportunity for Shire shareholders, which reflects a
further increase in value and a material increase in the cash
component of the consideration mix. On completion of the proposed
acquisition, Shire shareholders would hold a very meaningful stake
in a leading global biopharmaceutical company and benefit from the
material synergies expected to be derived from the acquisition.
Takeda will maintain its headquarters in Japan and primary
listing on the Tokyo Stock Exchange and intends to put in place a
NYSE listed ADR program at the point of completion to allow current
Shire shareholders to continue to hold shares in the combined
company.
Takeda looks forward to engaging constructively with the Board
of Shire to finalize the terms of a recommendable transaction and
facilitate an extension of the PUSU deadline (currently set for
5.00 p.m. (London time) on Wednesday April 25, 2018) to allow for a
customary due diligence review.
Takeda and its Board has remained disciplined with respect to
the terms of the Improved Proposal and Takeda intends to maintain
its well-established dividend policy and investment grade credit
rating.
Other matters
The making of any firm offer by Takeda would be subject to the
following matters:
-- satisfactory completion of a customary due diligence review by Takeda;
-- unanimous and unconditional recommendation by the Board of
Shire in respect of Takeda's proposal;
-- the directors of Shire providing irrevocable undertakings to
vote in favour of, or accept, the transaction in respect of their
Shire shares on terms satisfactory to Takeda; and
-- final approval by the Board of Takeda.
Takeda reserves the right to waive in whole or in part any of
the pre-conditions to making an offer set out in this
announcement.
Takeda's proposal does not constitute an offer or impose any
obligation on Takeda to make an offer, nor does it evidence a firm
intention to make an offer within the meaning of the Code. There
can be no certainty that a formal offer will be made. A further
statement will be made as appropriate.
Takeda reserves the following rights:
-- to introduce other forms of consideration and/or to vary the mix of consideration;
-- to make an offer for Shire at any time on less favourable terms:
o with the agreement or recommendation of the Board of
Shire;
o if a third party announces a firm intention to make an offer
for Shire which, at the date Takeda announces a firm intention to
make an offer for Shire, is valued at a lower price than
contemplated by the terms of this proposal; or
o following the announcement by Shire of a whitewash transaction
pursuant to the Code; and
-- in the event that any dividend and/or other form of capital
return or distribution is announced, declared, made or paid by
Shire, other than the 2017 second interim dividend of GBP0.2146 per
ordinary share and $0.8937 per ADS payable on April 24, 2018, to
reduce its offer by the amount of such dividend and/or other form
of capital return or distribution.
In accordance with Rule 2.6(a) of the Code, Takeda must, by no
later than 5.00 p.m. (London time) on April 25, 2018, either
announce a firm intention to make an offer, subject to conditions
or pre-conditions if relevant, for Shire in accordance with Rule
2.7 of the Code or announce that it does not intend to make an
offer for Shire, in which case the announcement will be treated as
a statement to which Rule 2.8 of the Code applies. This deadline
will only be extended with the consent of the UK Panel on Takeovers
and Mergers (the "Panel") in accordance with Rule 2.6(c) of the
Code.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be published on the Takeda website
(https://www.takeda.com/newsroom/) by no later than 12 noon (London
time) the day following this announcement. The content of the
websites referred to in this announcement is not incorporated into
and does not form part of this announcement.
About Takeda
Takeda 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. Takeda focuses its R&D efforts on
oncology, gastroenterology and neuroscience therapeutic areas plus
vaccines. Takeda conducts R&D both internally and with partners
to stay at the leading edge of innovation. Innovative products,
especially in oncology and gastroenterology, as well as Takeda's
presence in Emerging Markets, are currently fuelling the growth of
Takeda. 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.
For more information, visit
https://www.takeda.com/newsroom/.
Contacts:
Takeda Takeda
Elissa Johnsen Tsuyoshi Tada
elissa.johnsen@takeda.com tsuyoshi.tada@takeda.com
+1 224 554 3185 +1 617 551 2933
Evercore Partners International J.P. Morgan
LLP (joint financial advisor
(joint financial advisor to Takeda)
to Takeda) Michele Colocci
(US) Will Hiltz Dwayne Lysaght
John Honts James Mitford
+1 212 857 3100 James Robinson
(UK) Julian Oakley +44 207 742 4000
+44 207 653 6000
Nomura Finsbury
(joint financial advisor (communications support
to Takeda) to Takeda)
Akira Kiyota (UK) James Murgatroyd
Paolo Cicchine / Rollo Head / Anjali
Andrew McNaught Unnikrishnan
Oliver Tucker +44 207 251 3801
+44 207 102 1000 (US) Kal Goldberg / Chris
Ryall
+1 646 805 2000
IMPORTANT NOTICE
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom or Japan may be restricted by law or regulation
and therefore any person who comes into possession of this
announcement should inform themselves about, and comply with, such
restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities laws or regulations of any
such relevant jurisdiction.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser for Takeda and no
one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Takeda for providing the
protections afforded to clients of Evercore, nor for providing
advice in relation to any matter referred to herein.
JPMorgan Securities Japan Co., Ltd., together with its affiliate
J.P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove and which is authorised in
the United Kingdom by the Prudential Regulation Authority and
regulated in the United Kingdom by the Prudential Regulation
Authority and the Financial Conduct Authority) ("J.P. Morgan"), is
acting as financial adviser for Takeda and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters set out in this announcement and will not be responsible to
anyone other than Takeda for providing the protections afforded to
clients of J.P. Morgan or its affiliates, nor for providing advice
in relation to any matter referred to herein.
Nomura International plc ("Nomura"), which is authorised by the
Prudential Regulation Authority and regulated by the Prudential
Regulation Authority and the Financial Conduct Authority in the
United Kingdom, is acting as financial adviser for Takeda and no
one else in connection with the matters set out in this
announcement and Nomura International plc, its affiliates and its
respective officers, employees, agents, representatives and/or
associates will not regard any other person as their client, nor
will they be responsible to anyone other than Takeda for providing
the protections afforded to clients of Nomura International plc nor
for giving advice in relation to any matter or arrangement referred
to in this announcement.
Forward-Looking Statements
This announcement contains forward-looking statements regarding
Takeda's future business, future position and results of
operations, including estimates, forecasts, targets and plans.
These forward-looking statements may be identified by the use of
forward-looking words such as "aim," "anticipate," "assume,"
"believe," "continue," "endeavor ," "estimate," "expect,"
"forecast," "initiative," "intend," "may," "outlook," "plan,"
"potential," "probability," "pro forma," "project," "risk," "seek"
"should," "strive," "target," "will," or similar words or
expressions of the negative thereof, or by discussions of strategy,
plans or intentions.
Any forward-looking statements in this announcement are based on
the current assumptions and beliefs of Takeda in light of the
information currently available to it. Such forward-looking
statements do not represent any guarantee by Takeda or its
management of future performance and involve known and unknown
risks, uncertainties and other factors, including but not limited
to: the economic circumstances surrounding Takeda's business,
including general economic conditions in Japan, the United States
and worldwide; competitive pressures and developments; applicable
laws and regulations; the success of or failure of product
development programs; decisions of regulatory authorities and the
timing there of; changes in exchange rates; claims or concerns
regarding the safety or efficacy of marketed products or products
candidates; and post-merger integration with acquired companies,
any of which may cause Takeda's actual results, performance,
achievements or financial position to be materially different from
any future results, performance, achievements or financial position
expressed or implied by such forward-looking statements. Neither to
Takeda nor its management gives any insurances that the
expectations expressed in these forward-looking statements will
turn out to be correct, and actual results, performance or
achievements could materially differ from expectations.
Any forward-looking statements herein speak only as of the date
of this announcement , and Takeda and its management undertake no
obligation to update or revise any forward-looking statements or
other information contained in this presentation, whether as a
result of new information, future events or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. 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). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. 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. 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. 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.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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