Accueil / Communiqués / Takeda Announces Execution of Loan Agreement in Connection with Proposed Acquisition of Shire plc

Takeda Announces Execution of Loan Agreement in Connection with Proposed Acquisition of Shire plc

Monday, December 3rd 2018 at 8:09am UTC
  • 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
  • Bolsters Takeda’s Commitment to Accelerate its Transformation
    into a Global, Values-based, R&D-driven Biopharmaceutical Leader
    Headquartered in Japan

OSAKA, Japan–(BUSINESS WIRE)– 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

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 for International Cooperation ( “JBIC”) for
an aggregate principal amount of up to 3,700,000,000 U.S. dollars (the “JBIC
Loan
”). The JBIC Loan will finance a portion of the funds necessary
for the acquisition of Shire plc (“Shire”) (the “Acquisition”)
and reduce commitments under the 364-Day Bridge Credit Agreement entered
into in connection with the Acquisition on May 8, 2018 (as amended on
June 8, 2018 and October 26, 2018) (the “Bridge Credit Agreement”).

“We are pleased to have secured this loan from JBIC, an organization
which promotes the maintenance and strengthening of the international
competitiveness of Japanese industries,” said Costa Saroukos, Chief
Financial Officer of Takeda. “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.
We think that JBIC’s participation in the financing of the Acquisition
further bolsters our commitment to accelerate our transformation into a
global biopharmaceutical leader headquartered in Japan.

In accordance with Rule 26 of the City Code on Takeovers and Mergers, a
copy of the JBIC Loan will be published on Takeda’s website and will be
available to view at www.takeda.com/investors/offer-for-shire
by no later than 12 noon (London time) on the business day following the
date of this announcement. Please note that the Acquisition remains
subject to certain conditions, including approval by the shareholders of
both companies.

1. Details of the JBIC Loan

(a) Borrower   Takeda Pharmaceutical Company Limited
(b) Lender Japan Bank for International Cooperation
(c) Execution date of agreement December 3, 2018
(d) Total borrowing limit 3,700,000,000 U.S. dollars
(e) Interest rate LIBOR rate plus an applicable margin
(f) Use of proceeds Payment of a portion of the Acquisition cash consideration and
related fees, costs and expenses incurred by Takeda

2. Impact on the financial results for the fiscal year ending
March 2019

Upon the execution of the JBIC Loan, the
commitments under the Bridge Credit Agreement will be reduced by
3,700,000,000 U.S. dollars. We will announce the impact of the JBIC Loan
on our business performance promptly after we estimate it.

About Takeda Pharmaceutical Company
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. 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 fueling 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/.

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.

Publication on Website
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) on Takeda’s website at www.takeda.com/investors/offer-for-shire
by no later than 12 noon (London time) on the business day following the
date of this announcement. The content of the website referred to in
this announcement is not incorporated into and does not form part of
this announcement.

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.

###

Contacts

Media and Investor Contacts:

Takeda (Investor Relations)
Takashi Okubo
takeda.ir.contact@takeda.com
+81
3 3278 2306

Takeda (Media – inside Japan)
Kazumi Kobayashi
kazumi.kobayashi@takeda.com
+81
3 3278 2095

Takeda (Media – outside Japan)
Elissa Johnsen
Elissa.Johnsen@takeda.com
+1
312 285 3203

Tsuyoshi Tada
Tsuyoshi.Tada@takeda.com
+1
617 551 2933

Source: Takeda Pharmaceutical Company Limited


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