Monday, 21 May, 2018

Shire recommends takeover by Takeda

A Shire logo is seen outside their offices in Dublin Ireland A Shire logo is seen outside their offices in Dublin Ireland
Leonard Rios | 09 May, 2018, 01:13

According to the agreed deal, the Irish drugmaker investors will receive $30.33 in cash and either 0.839 new Takeda shares or 1.678 Takeda American depositary receipts for each share.

Shire shareholders will own about half of the combined group after the deal, which will be the biggest in the sector since 2000 if approved by shareholders. It represents a 60% premium to the share price low from before Takeda confirmed its interest in a buy, he wrote in a Tuesday note to clients.

To help fund the cash portion of the deal, Takeda said it had secured a bridging loan facility of US$31 billion with JPMorgan Chase Bank, Sumitomo Mitsui Banking Corp and MUFG Bank, among others.

Hattrell also represented Shire on its $5.2bn acquisition of United States company NPS Pharmaceuticals in 2015 and when it was the subject of an attempted takeover by U.S. drugmaker AbbVie in 2014.

Analysts say Takeda is eager to acquire Shire in order to boost its global presence and get hold of its portfolio of rare disease medicines, which have high profit margins. Takeda's main areas of focus moving forward will be neuroscience, oncology, gastroenterology and vaccines.

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In particular, Shire would give Takeda access to research and development in fields the Japanese firm has long sought, including digestive systems, mental illness and rare diseases.

It seems Takeda has finally managed to win Shire over, as the UK-based pharmaceuticals giant today unanimously recommended that its shareholders approve Takeda's offer. Takeda's acquisition is part of its strategy to expand internationally and add to its cancer, stomach and brain drug portfolios. The Tokyo-listed pharmaceutical company's stock dropped 1.7% to 4,460 yen on Monday, a third straight fall session. Japan's Nishimura & Asahi and offshore firm Ogier also advised Takeda. Last year, it purchased Ariad Pharmaceuticals, allowing them to further develop their oncology unit.

Takeda has been conducting due diligence for the past two weeks, but Shire had rejected its offer four times on price disagreement and also because it wanted more in cash and less in stock.

The combined company will be headquartered in Japan, with an expanded presence in the USA -where Shire and Takeda both maintain significant R&D operations that have grown in recent years-and "major" regional locations in Japan and the US, as well as in Singapore and Switzerland.

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