Takeda Notes Court Sanction of the Scheme of Arrangement with Respect to the Acquisition of Shire plc
Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) (“Takeda”) notes Shire plc’s (“Shire”) announcement that the Royal Court of Jersey (the “Jersey Court”) has today sanctioned the scheme of arrangement (the “Scheme”) pursuant to which the proposed acquisition of Shire by Takeda (the “Acquisition”) is being implemented.
As previously announced, it is expected that the Scheme will become effective, and that closing of the Acquisition will take place, on January 8, 2019, when a copy of the Jersey Court order is delivered to the registrar of companies in Jersey.
There has been no change to the expected timetable of principal events relating to the Scheme as set out on pages 1 to 3 of the scheme document published by Shire on November 12, 2018 in relation to the Acquisition.
About Takeda Pharmaceutical Company Limited
Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) 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.
Takeda (Investor Relations)
+81 3 3278 2306
Takeda (Media - inside Japan)
+81 3 3278 2095
Takeda (Media - outside Japan)
+1 617 551 2933
+1 312 285 3203
Finsbury (communications support to Takeda)
(U.K.) Rollo Head / James Murgatroyd
+44 207 251 3801
(U.S.) Kal Goldberg / Chris Ryall
+1 646 805 2000
About 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.
Subscribe to releases from Business Wire
Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.
Latest releases from Business Wire
Our Toy Stories @ Harbour City16.7.2019 02:13:00 CEST | Press release
While Disney and Pixar’s “Toy Story 4” is hitting the big screens around the world this summer, Harbour City, the largest shopping mall in Hong Kong, is joining forces with Disney to bring the movie to life from now till 4 August, 2019! Inspired by the movie, Harbour City has transformed into a “Toy Story” themed carnival with different games and challenges at Ocean Terminal Forecourt next to Star Ferry Pier and Ocean Terminal Deck with stunning Victoria Harbour view, where fans can play with Woody and the gang under the best Harbour & Sunset views in Hong Kong! This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190715005854/en/ Large Scale Toy Story Carnival at Harbour City in Hong Kong (Photo: Business Wire) Additionally, fans can experience other fun, immersive activities throughout the mall including The Art of Toy Story 4 exhibit, kids’ workshops, “Toy Story 4” pop-up store, along with a “Toy Story” themed dessert pop-up st
HSEVEN Accelerate World-Class African Startups16.7.2019 01:00:00 CEST | Press release
HSEVEN, Africa’s largest accelerator is launching “HSEVEN DISRUPT AFRICA”, an ambitious startup acceleration program designed for entrepreneurs of the Moroccan and African diaspora. The 6-month program will provide a seed investment of €150,000 plus an eventual investment of €500,000 to €1.5 million. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190715005770/en/ HSEVEN team (Photo: AETOSWire) HSEVEN DISRUPT AFRICA is designed to support exceptional entrepreneurs building high-impact startups, and targets seed and early stage startups with 2 to 5 founders that are eager to impact Africa through innovative services, products and business models. The program will start with a global call for applications, followed by an international selection roadshow in New York, Montréal, San Francisco, Shanghai, Dubaï, Londres, Amsterdam, Paris, Casablanca. The selected startups will benefit from a seed investment of €150,000 at the beginn
PayPal Expands its International Money Transfer Service Xoom to 32 Markets across Europe15.7.2019 23:01:00 CEST | Press release
Today, PayPal launched Xoom—its international money transfer service—in 32 markets1 across Europe. People in these markets can now use Xoom to quickly send money, pay bills or top up phones to more than 130 markets internationally. Xoom’s expansion to Europe is a significant milestone and another example of PayPal fulfilling its mission to make the movement and management of money more convenient, accessible, secure and affordable. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190715005823/en/ Xoom Launches in 32 Markets Across Europe (Photo: Business Wire) The global remittance market reached $689 billion in 2018, up from $633 billion in 2017 according to World Bank data2. In 2019, remittance flows to low- and middle-income countries are expected to reach $550 billion, to become their largest source of external financing. The global average cost of sending $200 remained high, at around 7 percent in the first quarter of 201
ResMed Inc. Completes $500M Private Placement Debt Offering15.7.2019 20:05:00 CEST | Press release
ResMed Inc. (NYSE: RMD, ASX: RMD) announced today the successful pricing and closing of a private placement offering of $250,000,000 principal amount 3.24% senior notes due July 10, 2026, and $250,000,000 principal amount 3.45% senior notes due July 10, 2029. Net proceeds from the offering will be approximately $498 million, after deducting estimated fees and expenses related to the offering. The net proceeds will be used to pay down current borrowings on ResMed’s senior unsecured revolving credit facility. The notes are senior unsecured obligations of ResMed, and jointly and severally guaranteed by each Subsidiary Guarantor. “We are pleased to complete this U.S. private placement offering on attractive terms,” said Brett Sandercock, ResMed’s chief financial officer. “The transaction significantly lengthens our average debt maturity profile and provides improved visibility on our long-term funding costs.” This private placement offering is exempt from the registration requirements of t
SpeeDx Receives Clearance from Health Canada for ResistancePlus® MG Test15.7.2019 15:00:00 CEST | Press release
SpeeDx Pty. Ltd. today announced Resistance Plus® MG has been cleared by Health Canada and is now available for sale across all Canadian provinces (not currently available in the U.S.). The molecular diagnostic test detects the sexually transmitted infection (STI) Mycoplasma genitalium, also known as Mgen, along with genetic markers linked to antibiotic resistance. This is the first commercially available test in Canada combining identification and therapeutic guidance information to support Resistance Guided Therapy for management of Mgen. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190715005544/en/ (Photo: Business Wire) Current Canadian management guidelines for Mgen direct laboratories to forward positive samples to the National Microbiology Laboratory for resistance testing.1 Now Canadian laboratories can utilize Resistance Plus MG and bring this service inhouse to generate more timely results for doctors and their p
Mouser Electronics Now Stocking Broad Portfolio of Xilinx Products15.7.2019 14:55:00 CEST | Press release
Mouser Electronics, Inc. today announces a new global distribution agreement with Xilinx, Inc., the leader in adaptive and intelligent computing, to stock one of the industry’s broadest portfolios of Xilinx products, including digital downloads of development software and IP. Xilinx is the inventor of the FPGA, hardware programmable system-on-chips (SoCs) and the adaptive compute acceleration platform (ACAP), designed to deliver the most dynamic processor technology in the industry and enable the adaptable, intelligent and connected world of the future. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190715005546/en/ Mouser Electronics proudly announces a new global distribution agreement with Xilinx, Inc., the leader in adaptive and intelligent computing. Mouser will stock one of the industry’s broadest portfolios of Xilinx products. (Graphic: Business Wire) To learn more, visit www.mouser.com/xilinx. “Xilinx is an industry