Takeda’s £43 Billion takeover battle for Shire

Linklaters is advising Takeda. Davis Polk and Slaughter and May are advising Shire plc.

Takeda Pharmaceutical Company Limited (TSE: 4502) and Shire plc (LON: SHP) have reached agreement on the terms of a recommended offer pursuant to which Takeda will acquire the entire issued and to be issued ordinary share capital of Shire. Under the terms of the acquisition, each Shire shareholder will be entitled to receive $30.33 in cash for each Shire share and either 0.839 new Takeda shares or 1.678 Takeda ADSs. The transaction has been approved by both companies’ boards of directors, and is expected to close in the first half of calendar year 2019. Upon the closing of the transaction, Takeda shareholders will own approximately 50 percent of the combined group.

With leading market positions in prioritized therapeutic areas, an attractive geographic footprint, greater scale and efficiencies, and an even more productive R&D engine, the combined group will be better positioned to deliver highly-innovative medicines and transformative care providing better health and a brighter future for patients around the world.

The transaction has been approved by the boards of both companies, and is subject to the approval of Shire and Takeda shareholders and certain customary closing conditions, including regulatory approvals.

The acquisition is expected to close in the first half of calendar year 2019. Upon completion, the new Takeda shares will be listed on the Tokyo Stock Exchange, and local Japanese stock exchanges. In addition, Takeda will apply for its ADSs (each representing 0.5 Takeda shares) to be listed on the NYSE effective on or shortly after the effective date.

Takeda has entered into a bridge facility agreement of $30.85 billion with, among others, J.P. Morgan Chase Bank N.A., Sumitomo Mitsui Banking Corporation and MUFG Bank, Ltd., part of the proceeds of which will be used to fund the cash consideration payable to Shire shareholders in connection with the acquisition. It is currently contemplated that, prior to completion, the commitments under the bridge facility agreement will be reduced or refinanced with a combination of long-term debt, hybrid capital and available cash resources.

Linklaters is advising Takeda on the deal with a team led by Corporate partner James Inglis (picture), and includes Global Chairman of Corporate Matthew Middleditch and Corporate partners Aisling Zarraga, Tom Shropshire and Hiroya Yamazaki, Banking partners Danelle Le Cren and Ian Callaghan and Antitrust partners Jonas Koponen and Thomas McGrath.

The Davis Polk corporate team includes partners William J. Chudd, George R. Bason Jr. and Daniel Brass and associate Michael Gilson. Partner John B. Meade is providing capital markets advice. Partner Edmond T. FitzGerald and associate R. Scott Matarese are providing executive compensation advice. Partner Jesse Solomon and associate Nathan Kiratzis are providing antitrust and competition advice. Partner Michael Mollerus is providing tax advice.

Slaughter and May is advising Shire plc with a team including Martin Hattrell, Christian Boney, Claire Jackson, Paul Thorpe, Luke Rowland, Adrian Gibbs (M&A), Jonathan Fenn, Phil Linnard, Katie Lewis (Pensions and Employment), Dominic Robertson, Tanja Velling (Tax), John Boyce, Claire Jeffs, Elena Krishnan, Rosalind Kenward (Competition) and  Matthew Tobin (Banking & Finance).

Nagashima Ohno & Tsunematsu and Mourant Ozannes are advising Shire on US, Japanese and Jersey law matters respectively.

Fried Frank acted as counsel to Evercore as financial advisor to Takeda Pharmaceutical Company with a team including Philip Richter (Picture), Scott B. Luftglass, Roy Tannenbaum and Anne Aufhauser.

Ashurst is advising Evercore Partners, J.P. Morgan and Nomura on the deal with a team led by partners Robert Ogilvy Watson (corporate), Tom Mercer (corporate) and Tim Rennie (banking), assisted by senior associate Briony Holcombe (finance) and solicitor James Powell (corporate).

 

Involved fees earner: William Chudd – Davis Polk & Wardwell; George Bason – Davis Polk & Wardwell; Daniel Brass – Davis Polk & Wardwell; Michael Gilson – Davis Polk & Wardwell; John Meade – Davis Polk & Wardwell; Edmond FitzGerald – Davis Polk & Wardwell; R. Scott Matarese – Davis Polk & Wardwell; Jesse Solomon – Davis Polk & Wardwell; Nathan Kiratzis – Davis Polk & Wardwell; Michael Mollerus – Davis Polk & Wardwell; Philip Richter – Fried Frank Harris Shriver & Jacobson; Scott Luftglass – Fried Frank Harris Shriver & Jacobson; Roy Tannenbaum – Fried Frank Harris Shriver & Jacobson; Anne Aufhauser – Fried Frank Harris Shriver & Jacobson; Martin Hattrell – Slaughter and May; Christian Boney – Slaughter and May; Claire Jackson – Slaughter and May; Paul Thorpe – Slaughter and May; Luke Rowland – Slaughter and May; Adrian Gibbs – Slaughter and May; Jonathan Fenn – Slaughter and May; Phil Linnard – Slaughter and May; Katie Lewis – Slaughter and May; Dominic Robertson – Slaughter and May; Tanja Velling – Slaughter and May; John Boyce – Slaughter and May; Claire Jeffs – Slaughter and May; Elena Krishnan – Slaughter and May; Rosalind Kenward – Slaughter and May; Matthew Tobin – Slaughter and May; Tom Mercer – Ashurst; Robert Ogilvy Watson – Ashurst; James Powell – Ashurst; Tim Rennie – Ashurst; Briony Holcombe – Ashurst; James Inglis – Linklaters; Matthew Middleditch – Linklaters; Aisling Zarraga – Linklaters; Sarah Flaherty – Linklaters; Tom Shropshire – Linklaters; Hiroya Yamazaki – Linklaters; Danelle Le Cren – Linklaters; Ian Callaghan – Linklaters; Jonas Koponen – Linklaters; Thomas McGrath – Linklaters;

Law Firms: Davis Polk & Wardwell; Fried Frank Harris Shriver & Jacobson; Slaughter and May; Ashurst; Linklaters;

Clients: JP Morgan; Nomura; Evercore Partners; Shire plc; Takeda Pharmaceutical Company Limited;