28th Sep 2018 07:00
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
FOR IMMEDIATE RELEASE
Takeda Establishes Record Date for the Extraordinary General Meeting of Shareholders
Company Announces Record Date and Highlights Significant Progress To-Date
Osaka, Japan - September 28, 2018 - Further to the announcement of the recommended acquisition of Shire plc ("Shire") on May 8, 2018 ("the Acquisition"), Takeda Pharmaceutical Company Limited (TSE: 4502) ("Takeda" or the "Company") today announced that the Company has established the record date for the Extraordinary General Meeting of Shareholders, to vote on the necessary matters relating to the proposed Acquisition as follows.
Record Date Regarding the Extraordinary General Meeting of Shareholders
Takeda has set October 19, 2018 as the record date. Shareholders recorded in the final shareholder registry on that date shall be entitled to exercise voting rights at the Extraordinary General Meeting of Shareholders. Establishment of an October 19, 2018 record date gives the company the discretion to hold the Extraordinary General Meeting of Shareholders within the three month period ending January 18, 2019. If the company does not decide to hold the Extraordinary General Meeting of Shareholders on any date falling within the three month period ending January 18, 2019, a new record date will be established and announced.
1. Record date: October 19, 2018
2. Date of public notice: October 1, 2018
3. Method of public notice: The relevant information will be posted on the Takeda website by an electronic public notice (Japanese only).
Significant Progress To-Date
Since the announcement of the recommended offer on May 8, 2018, Takeda has successfully completed several significant milestones in the Acquisition process, including:
· Entering into a USD 7.5 billion term loan credit agreement with leading global financial institutions.
· Confirming a post-closing focus on key therapeutic areas including gastroenterology, oncology, neuroscience and rare diseases as well as vaccines and plasma-derived therapies.
· Developing a future operating model as part of planning efforts to facilitate the successful integration of Takeda and Shire following completion of the Acquisition. Takeda is planning to implement a lean post-closing organizational structure with clearly-defined accountabilities and ownership. The future operating model is intended to further strengthen Takeda's patient- and customer-centric organization.
· Receipt of unconditional clearance from regulatory agencies in a number of key jurisdictions, including the United States Federal Trade Commission, the Brazilian Administrative Council for Economic Defense and the State Administration for Market Regulation in China, among other regulatory authorities.
The Acquisition will create a global, values-based, R&D-driven biopharmaceutical leader headquartered in Japan. It will strengthen Takeda's presence in the United States, an important and growing market, will reinforce our pipeline, and provide cash flow to continue to invest in our R&D engine while creating a more competitive, agile and highly profitable company.
The significantly strengthened cash flow generation which the Acquisition is expected to provide will support the maintenance of Takeda's well-established dividend policy and facilitate rapid de-leveraging to a net debt to EBITDA ratio of 2.0x or less within three to five years following closing of the Acquisition. To help accelerate the de-leveraging process and ensure an optimal business mix, Takeda may consider selected divestitures of non-core businesses.
About Takeda Pharmaceutical Company Limited
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/
Media Contacts:
Takeda (Investor Relations)
Takashi Okubo
+81 3 3278 2306
Takeda (Media - outside Japan)
Elissa Johnsen
+1 312 285 3203
Takeda (Media - within Japan)
Kazumi Kobayashi
+81 3 3278 2095
Tsuyoshi Tada
+81 3 3278 2417
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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 September 15, 2018. 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.
Related Shares:
Shire