Takeda Pharma To Buy Shire In GBP 46 Bln Cash, Stock Deal - Quick Facts

(RTTNews) - Japan's Takeda Pharmaceutical (TKPHF.PK, TKPYY.PK) announced Tuesday that it has reached an agreement on the terms of a recommended offer to acquire Irish drugmaker Shire Plc. (SHPG, SHP.L). The offer of 49.01 pounds per Shire Share values the entire share capital of Shire at approximately 46 billion pounds.

The Shire Directors consider the terms of the acquisition to be fair and reasonable and intends to recommend unanimously that Shire Shareholders vote in favor of the Scheme at the Court Meeting.

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 acquisition terms imply an equivalent value of 48.17 pounds per Shire Share based on the closing price as at the Latest Practicable Date; and 49.01 pounds per Shire Share based on April 23, being the day prior to the announcement that the Shire Board would, in principle, be willing to recommend the Consideration.

In addition, Shire Shareholders will be entitled to receive any dividends announced, declared or paid by Shire in the ordinary course prior to the Effective Date.

The deal represents a premium of 64.4 percent to the Shire closing price on March 23, being the last Business Day prior to rumours of Takeda's possible interest in an offer for Shire.

Immediately following completion of the Acquisition, Shire Shareholders will own approximately 50 percent of the Combined Group.

Subject to customary governance and shareholder approval, Takeda has agreed that up to three Shire Directors will join the Takeda Board with effect from completion of the Acquisition.

Takeda will announce its results for the financial year ended March 31, 2018 on May 14.