Business Wire

Takeda Announces Term Loan Credit Agreement and Amendment to Bridge Credit Agreement in Connection with Proposed Shire Acquisition

Del

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/.

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 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.

Contact information

Takeda (Investor Relations)
Takashi Okubo, +81 3 3278 2306
takeda.ir.contact@takeda.com
or
Takeda (Media – outside Japan)
Elissa Johnsen, +1 312 285 3203
Elissa.Johnsen@takeda.com
or
Takeda (Media – within Japan)
Kazumi Kobayashi, +81 3 3278 2095
Kazumi.Kobayashi@takeda.com
or
Tsuyoshi Tada, +81 3 3278 2417
Tsuyoshi.Tada@takeda.com
or
Finsbury (communications support to Takeda)
(U.K.) Rollo Head / James Murgatroyd / Anjali Unnikrishnan, +44 207 251 3801
or
(U.S.) Kal Goldberg / Chris Ryall, +1 646 805 2000

Om Business Wire

Business Wire
Business Wire
24 Martin Lane
EC4R 0DR London

+44 20 7626 1982http://www.businesswire.co.uk

(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

Pacific Drilling Announces Second-Quarter 2018 Results14.8.2018 21:38Pressemelding

Pacific Drilling S.A. (OTC: PACDQ) today reported results for the second quarter of 2018. Net loss for the second-quarter 2018 was $103.7 million or $4.86 per diluted share, compared to net loss of $96.1 million or $4.50 per diluted share for the first-quarter 2018, and net loss of $138.1 million or $6.48 per diluted share for second-quarter 2017. Pacific Drilling CEO Paul Reese commented, “This quarter we continued to provide outstanding operational services to our clients, delivering revenue efficiency of 98.7 percent. Our strong operating results have been recognized by clients as we successfully secure new work for our high-specification, deepwater drillship fleet. Petronas recently exercised its option to contract Pacific Santa Ana for an additional year of work commencing in mid-2019. In addition, we have a letter of intent from Eni for Pacific Bora to work in Nigeria, as well as two letters of award for drilling services in the U.S. Gulf of Mexico for Pacific Khamsin and Pacific

Gilead Sciences Announces Executive Promotions14.8.2018 21:00Pressemelding

Gilead Sciences, Inc. (NASDAQ: GILD) today announced that Gregg Alton has been appointed Chief Patient Officer, a newly created role that will facilitate access to the company’s medicines and increase focus on reaching patients. The company also announced that Diana Brainard, MD, has been promoted to Senior Vice President, HIV and Emerging Viral Infections, and that Andrew Cheng, MD, PhD, Chief Medical Officer, has decided to leave Gilead to pursue another opportunity. Mr. Alton joined the company nearly 20 years ago and was the architect of its access program, which has enabled Gilead’s HIV medicines to reach more than 11 million people in the developing world. He has helped shape the organization in a number of executive positions, including as general counsel, and more recently, leading the company’s international commercial operations and corporate affairs groups. Prior to joining Gilead, he was an attorney at the law firm of Cooley Godward, LLP, where he specialized in mergers and

Thales and Gemalto Announce Regulatory Clearance from the Minister of Innovation in Canada14.8.2018 16:00Pressemelding

Regulatory News: Reference is made to the joint press release by Thales (Euronext Paris: HO) and Gemalto (Euronext Amsterdam and Paris: GTO) dated 27 March 2018 in relation to the launch of the recommended all-cash offer by Thales for all the issued and outstanding shares of Gemalto (the “Offer”), the publication of the Offer Document, and the joint press release of Thales and Gemalto dated 10 August 2018 in relation to the further extension of the Acceptance Period. Terms not defined in this press release will have the meaning as set forth in the Offer Document. Thales and Gemalto today announce that they have received foreign investment Regulatory Clearance in Canada. Together with the anti-trust clearance obtained in China and Israel, and clearance relating to foreign investments in Australia, Thales and Gemalto have obtained 4 of the required 14 Regulatory Clearances. Thales and Gemalto continue to work constructively with the competent antitrust authorities to obtain the remaining

BCW Acquires Creative Powerhouse HZ, Significantly Expanding Expertise in Integrated Communications14.8.2018 14:26Pressemelding

BCW (Burson Cohn & Wolfe), a leading global communications agency and a WPP company, today announced it has acquired HZ, one of the largest independent, digitally driven, integrated creative agencies in the U.S. Headquartered in Rockville, Maryland with offices in Baltimore, Los Angeles, New York and Washington, D.C., the acquisition will add the capability of HZ’s nearly 200 creative and digital professionals to BCW’s deep expertise in integrated communications across all industry sectors. HZ’s wide-ranging offerings include a full spectrum of multichannel digital design and development, mobile activation, social media, brand and identity creation, content, film and video production, search marketing (SEO/SEM), data and analytics as well as integrated media solutions. HZ’s broad client base spans the consumer, hospitality, food & beverage, education, B2B, real estate, sports & entertainment, healthcare and technology industries and counts Hilton Worldwide, Salesforce.org and Tishman S

Andersen Global Initiates Expansion in Mozambique14.8.2018 13:30Pressemelding

Andersen Global continues expansion in Africa with Isalcio Mahanjane e Associados, a law firm headquartered in Maputo, Mozambique. The collaboration with Isalcio Mahanjane e Associados signifies Andersen’s growth in the African region, as Mozambique provides strategic coverage in Southeast Africa and is the sixth country to collaborate or join in Africa in the past 14 months. Led by Managing Partner Isalcio Mahanjane, the firm includes 10 professionals and specializes in providing quality services in all branches of law for corporations and individuals. These services include commercial and corporate law, banking and financial law, labor law, real estate management, oil and gas, mines, and law and administrative litigation. “Mozambique will be a key point of connectivity with our practice in Portugal as we continue to focus on best-in-class solutions in Africa,” commented Global Chairman and Andersen Tax LLC CEO, Mark Vorsatz. “Isalcio and his team are passionate about their practice a

Gyeonggi Province of Korea Launches Beyond the Dream Global VLOG Contest14.8.2018 12:00Pressemelding

Gyeonggi Provincial Government and Gyeonggi Tourism Organization (GTO) are hosting an international video contest called “Beyond the Dream VLOG Contest 2018.” Video submissions will be accepted until August 26, 2018 (Korean Standard Time). This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180814005240/en/ Gyeonggi Provincial Government and Gyeonggi Tourism Organization (GTO) are hosting an international video contest called "Beyond the Dream VLOG Contest 2018." Video submissions will be accepted until August 26, 2018 (Korean Standard Time). The goal of the "Beyond the Dream VLOG Contest 2018" is to raise global awareness of Gyeonggi Province as an attractive travel destination and to select a Gyeonggi-do tourism ambassador who will show the world the charms of the province. Four final-winning teams will win a 10 day trip to Gyeonggi Province. USD 10,000 travel expenses for airline tickets and other travel expenses will be provi