Takeda Announces Execution of Loan Agreement in Connection with Proposed Acquisition of Shire plc
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|
Impact on the financial results for the fiscal year ending
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/.
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.
Media and Investor Contacts:
Takeda (Investor Relations)
+81 3 3278 2306
Takeda (Media – inside Japan)
+81 3 3278 2095
Takeda (Media – outside Japan)
+1 312 285 3203
+1 617 551 2933
Om Business Wire
(c) 2018 Business Wire, Inc., All rights reserved.
Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.
Følg saker fra Business Wire
Registrer deg med din epostadresse under for å få de nyeste sakene fra Business Wire på epost fortløpende. Du kan melde deg av når som helst.
Siste saker fra Business Wire
SHIONOGI AND MOLTENI CONCLUDE A CONTRACT FOR THE COMMERCIALIZATION OF RIZMOIC® (NALDEMEDINE), AN OPIOID-INDUCED CONSTIPATION THERAPEUTIC AGENT IN ITALY AND POLAND22.5.2019 05:15:00 CEST | Pressemelding
SHIONOGI B.V., the European subsidiary of SHIONOGI & Co., Ltd. (Head Office: Osaka, Japan; President & CEO: Isao Teshirogi, Ph.D.; hereafter "Shionogi") and L. MOLTENI & C. DEI F.LLI ALITTI SOCIETÀ DI ESERCIZIO S.P.A. (Headquarters: Florence, Italy; Managing Director : Giuseppe Seghi Recli, hereafter “Molteni”) announced today that Shionogi and Molteni concluded a contract for the distribution and sale of RIZMOIC® (naldemedine) for the treatment of opioid-induced constipation (OIC) in adult patients previously treated with a laxative in the two key European markets, Italy and Poland. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190521005648/en/ Shionogi has built a strong heritage in research-based medicine. The company’s research and development efforts target pain/central nervous system as one of its priority areas in the mid-term business plan. The company constantly strives to improve the quality of life of patients wh
Azbil Launches an Enhanced Thermal Micro Flow Rate Liquid Flow Meter Capable of Measuring Flows of 0.5 to 50 mL/min, Adds Functionality to Existing Lineup22.5.2019 04:56:00 CEST | Pressemelding
Azbil Corporation (TOKYO:6845) announced that it has enhanced its Thermal Micro Flow Rate Liquid Flow Meter Model F7M (hereafter, "F7M flow meter") lineup by introducing a model with an increased measurement range of up to 50 mL/min, while adding new functionality to existing models. Sales commenced in May. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190521006021/en/ Thermal Micro Flow Rate Liquid Flow Meter Model F7M (Photo: Business Wire) Based on the company's years of experience bringing reliable gas flow meters to market, Azbil originally launched two models of the F7M flow meter in 2017, with one model capable of measuring micro flow rates as low as 0.1 mL/min—a level that was considered until that point to be difficult to measure. The company launched the new F7M flow meter and added functionality to the existing lineup in response to the ever diverse needs of customers and the limited availability of flow meters t
NIPPON Platform Has Established the Ninth Overseas Branch "NIPPON Platform OÜ" in Estonia22.5.2019 02:00:00 CEST | Pressemelding
NIPPON Platform Co., Ltd. (CEO: Jun Takagi, Tokyo, Japan) established the subsidiary "NIPPON Platform OÜ" in Estonia on 8 May 2019. This is the ninth overseas branch for NIPPON Platform. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190521006004/en/ Overseas Subsidiaries (Graphic: Business Wire) “Making Japan into a cashless society” and “Revitalizing local societies and rural development with small and medium-sized retailers” are the motto for NIPPON Platform, and we provide various cashless payment solutions. • As a deployment base for the EU market Estonia is the most northerly of the three Baltic states, and has a population of 1.3 million people. Estonia has experienced rapid growth. Key sectors include manufacturing and IT. The parking charge may be paid via the mobile phone. 95% of residents in Estonia use the system to submit their annual income tax returns, and it will be completed in 5 minutes. Estonia is one of t
Jefferies Establishes Global Microstrategy Research22.5.2019 00:00:00 CEST | Pressemelding
Jefferies announced today the appointment of Desh Peramunetilleke as Head of Global Microstrategy Product in Equity Research. He is based in the firm’s Hong Kong office. Desh heads up the newly-formed Microstrategy team, which includes Mahesh Kedia, Shrikant Kale, Barnis Yuen, Jeffrey Tong and Jenny Wu. Microstrategy is a bottom-up product that uses company fundamentals to create insights into markets and sectors, and combines it with top-down macro trends to develop systematic investment strategies, diagnostic screens and proprietary risk scores for clients all over the world and across investment styles. “We are very excited to have Desh join Jefferies’ leading equities platform,” commented Peter Forlenza, Jefferies’ Global Head of Equities. “We are substantially expanding our Asian equities platform given our outlook on the Asian regional markets and the opportunity. Jefferies is perhaps singular in the industry currently to have the intent and ability to enlist such impressive team
PVH Corp. Names Stefan Larsson to Newly Created Role of President21.5.2019 20:23:00 CEST | Pressemelding
PVH Corp. [NYSE:PVH], one of the world’s largest apparel companies and owner of iconic brands, including CALVIN KLEIN, TOMMY HILFIGER, Van Heusen, Speedo, and IZOD, announced today the appointment of Stefan Larsson to the newly created role of President, PVH Corp. effective June 3, 2019. Mr. Larsson will have the responsibility for managing PVH’s branded businesses and regions, with each of the three brand CEOs and the Regional Presidents reporting to him. He will report to Emanuel Chirico, PVH’s Chairman and Chief Executive Officer. In connection with this announcement, Mr. Chirico signed a new five-year employment agreement with the Company. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190521005894/en/ PVH Corp. announced leadership updates, including Chairman and CEO Manny Chirico signing a new five-year employment agreement and hiring Stefan Larsson as PVH President, a newly created role. (Photo: Business Wire) PVH Pre
Gilead Sciences to Present at the Jefferies 2019 Global Healthcare Conference on Wednesday, June 521.5.2019 20:01:00 CEST | Pressemelding
Gilead Sciences, Inc. (Nasdaq: GILD) today announced that Daniel O’Day, Gilead’s Chairman and Chief Executive Officer, will participate in a fireside chat at the Jefferies 2019 Global Healthcare Conference in New York on Wednesday, June 5 at 11:30 a.m. Eastern Time. The audio portion of the fireside chat will be accessible live through the company’s Investors page at http://investors.gilead.com/. Please connect to the company’s website at least 15 minutes prior to the start of the presentation to ensure adequate time for any software download that may be required to listen to the webcast. The replay will be available for 14 days following the presentation. About Gilead Sciences Gilead Sciences, Inc. is a research-based biopharmaceutical company that discovers, develops and commercializes innovative medicines in areas of unmet medical need. The company strives to transform and simplify care for people with life-threatening illnesses around the world. Gilead has operations in more than 3