Takeda Announces Term Loan Credit Agreement and Amendment to Bridge Credit Agreement in Connection with Proposed Shire Acquisition
Takeda Pharmaceutical Company Limited (TSE: 4502) (“Takeda”) announces that it has today entered into a term loan credit agreement for an aggregate principal amount of up to 7.5 billion USD with leading global financial institutions including J.P. Morgan Chase Bank N.A., Sumitomo Mitsui Banking Corporation, MUFG Bank, Ltd. and Mizuho Bank, Ltd. (the “Term Loan Credit Agreement”). The majority of the funding has been committed by Japanese institutions.
The proceeds from the Term Loan Credit Agreement, which was heavily subscribed and is the largest syndication in Asia to date, will be used to fund a portion of Takeda’s cash consideration for its recommended offer for Shire plc, while also reducing commitments under the bridge facility agreement entered in connection with the proposed acquisition on May 8, 2018 (the “Bridge Credit Agreement”). The transaction with Shire plc is subject to shareholder votes from Takeda and Shire plc shareholders.
“We are pleased to have secured the term loan facility with backing from leading global financial institutions, which enables us to successfully de-risk a substantial portion of our bridge facility as we continue to make progress toward completing our proposed acquisition of Shire,” said Costa Saroukos, chief financial officer of Takeda. “This agreement supports our intention to maintain our well-established dividend policy and investment grade rating following closing of the transaction. The heavy demand to participate in the agreement – exceeding our financing need of 7.5 billion USD – reflects a strong vote-of-confidence from these leading global financial institutions in Takeda and our strategy to continue generating value for our investors.”
In connection with entering into the Term Loan Credit Agreement, certain technical and conforming amendments have been made to the Bridge Credit Agreement. In accordance with Rule 26 of the City Code on Takeovers and Mergers (the “Code”), copies of the Term Loan Credit Agreement and the amended Bridge Credit Agreement have been published on Takeda’s website and are available to view at www.takeda.com/investors/offer-for-shire.
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 11 June 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.
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
Finsbury (communications support to Takeda)
(U.K.) Rollo Head / James Murgatroyd / Anjali Unnikrishnan, +44 207 251 3801
(U.S.) Kal Goldberg / Chris Ryall, +1 646 805 2000
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
AMRA Receives U.S. FDA Clearance for AMRA® Profiler, a Magnetic Resonance Diagnostic Software Application Enabling Non-Invasive Evaluation of Body Composition11.12.2018 11:28 | Pressemelding
AMRA Medical (“AMRA”), the international leader in body composition analysis, announced today that it has received FDA clearance for AMRA® Profiler, now available for use in a clinical setting in the US. AMRA® Profiler is indicated for use as a magnetic resonance (MR) diagnostic device for non-invasive fat and muscle evaluation that enables the generation, display and review of MR-based body composition measurements. AMRA is the first in the world to transform MR-images from a 6-minute whole-body MRI scan into 3D-volumetric fat and muscle measurements, enabling outstanding accuracy and precision when assessing volume and distribution of fat and muscles, as well as metabolic status. “We are delighted with the FDA’s decision. The challenges facing healthcare systems across the world are well-documented. Cost constraints, together with societal issues such as obesity and an aging population, are putting hospitals and private clinics under increasing pressure,” stated Eric Converse, CEO of
Acuris Risk Intelligence Celebrates 350 Direct Customers and Wins Compliance Awards11.12.2018 11:00 | Pressemelding
Acuris Risk Intelligence, a trusted and independent provider of data intelligence for Anti-Money Laundering, Third Party Risk and Cyber Security professionals, today announces that it now serves 350 direct customers worldwide, helping them to mitigate risk and effectively comply with regulations. This significant milestone nearly doubles its direct client base compared to this time last year and is only two months since the relaunch of the brand, formerly known as C6. Whilst the business has been successful since its inception in 2004 in selling its data via major channel partners, this is a noteworthy milestone as it reflects the success of focusing on direct customer outreach. The business continues to work with some of the biggest compliance platforms in the world as an integrated provider. Acuris Risk Intelligence has also won FinTech/RegTech Rising Star and Best Financial Crime Intelligence Data at The Compliance Register Platinum Awards 2018 as well as executing a successful expa
Wound Care: Nexodyn® AOS Comes to Fruition in Slovakia11.12.2018 10:30 | Pressemelding
Nexodyn® AcidOxidizing Solution (AOS), the Tehclo-based product for acute and chronic wound management, is now available in Slovakia, promoted and commercialized by the pharmaceutical companies Evopharm and Sanomed, pursuant to an exclusive partnership with the Swiss pharma company APR Applied Pharma Research s.a. (“APR”). After Slovakia, in early 2019 Evopharm will expand the distribution of the product first to Poland, where the registration is currently being completed, and then to Czech Republic. As confirmed by the results of pre-launch activities, Evopharm is confident that Nexodyn® AOS, based on APR’s proprietary and patented technology Tehclo®, can offer to Slovak Healthcare Professionals (“HCPs”) and caregivers a new treatment option to effectively address the wound healing complexity. Local KOLs, involved in an Advisory Board, got particularly impressed from the distinctive physico-chemical properties of this product, able to create the ideal microenvironment to sustain the p
Kao Data Invests in euNetworks High Density Fibre as Part of a North London Artery11.12.2018 09:07 | Pressemelding
Kao Data, the home of innovation and UK’s leading entrant to the wholesale colocation market, has announced it is working with euNetworks, a Western European bandwidth infrastructure provider. This enables the delivery of high-density fibre and duct to the Kao Data, Harlow based data centre campus north of London. The new infrastructure provides unique routing opportunities, taking advantage of Harlow’s strategic location between core hyperscale campuses in Dublin and Amsterdam. It also offers fast connection to Slough, to the West of London, and Docklands in the East of London. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20181211005308/en/ Kao Data Invests in euNetworks High Density Fibre as Part of a North London Artery (Photo: Business Wire) As the UK continues its strong position in the international data centre market, a series of significant investments in high-density fibre routes are underway to support hyperscale d
Spirent Helps High-Speed Setup For Aston Martin Racing11.12.2018 08:00 | Pressemelding
Spirent Communications plc (LSE:SPT), the world leader in test, measurement, assurance, and analytics solutions for next-generation devices and networks, today announced that Aston Martin Racing (AMR) is using its Test as a Service (TaaS) platform, iTest, to assist the iconic automotive brand’s bid for FIA World Endurance Championship GTE category success. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20181211005239/en/ Spirent's technical partnership with Aston Martin Racing has dramatically reduced the team's high-speed LAN test and set-up time at FIAWEC events. (Photo: Business Wire) Aston Martin Racing deploys a high-speed local area network (LAN) trackside to connect team drivers and cars with the pit crew, engineers and managers on pit lane, to carry radio communications, telemetry and video data. The FIAWEC Super Season includes some of the world’s most grueling tests of driver and car – including the famous Le Mans 24
WaveOptics Raises $26m to Scale Business and Support International Expansion in Its First Stage of Series C Funding11.12.2018 08:00 | Pressemelding
WaveOptics, the world leading designer and manufacturer of diffractive waveguides for use in Augmented Reality (AR) wearables, has raised $26 million (£20m) from existing shareholders and new investors. The capital raised will be used to scale up the business operations on a national and international basis. This round was led by Octopus Ventures, one of WaveOptics’ largest shareholders and one of Europe’s most prominent venture capital firms. The fundraise was supported by other existing shareholders including IP Group, Robert Bosch Venture Capital and Gobi Partners, as well as new investors Goertek and Optimas Capital Partners. David Hayes, WaveOptics CEO, commented: “We have made excellent progress over the last year with our high performing, manufacturable, and versatile waveguides. We are now working with a wide range of leading global OEMs and ODMs as they ramp up the development of their products. “These additional funds will enable us to scale up rapidly around the world, parti