RNS19 Apr 2018 14:31
Takeda Statement Regarding Shire plc
Cambridge, Mass. April 19, 2018 and Osaka, Japan, April 19, 2018 - Takeda Pharmaceutical Company Limited ("Takeda") notes recent press speculation regarding Shire plc ("Shire") and confirms that on April 12 it made a revised proposal to the Board of Shire to acquire the entire issued and to be issued share capital of Shire for a price equivalent to �46.50 per share, comprised of �17.75 in cash (to be paid in US$) and �28.75 of new Takeda shares.
Takeda was subsequently notified that the Board of Shire had rejected its proposal. Discussions between the parties regarding a potential offer are ongoing.
Takeda and its Board reiterate that it will remain disciplined with respect to the terms of any such offer. As previously stated, Takeda intends to maintain its well-established dividend policy and investment grade credit rating.
Building on Takeda's existing momentum, the acquisition of Shire would accelerate its transformation and result in a global, value-based, R&D-driven biopharmaceutical leader headquartered in Japan, with a balanced geographic footprint, a robust, modality-diverse pipeline and enhanced financial strength.
Irrespective of the outcome of discussions between the two parties, Takeda remains well-positioned to continue its transformation, delivering portfolio growth while strengthening its pipeline and boosting profitability.
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 announce
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