Osaka, Japan, November 8, 2018 --- Takeda Pharmaceutical Company Limited (TSE: 4502) (the "Company or "Takeda") announces that it is planned to launch the offering of its unsecured euro ("EUR") denominated senior notes (the "Notes").
The Notes will be issued to investors to finance a portion of the funds necessary for the acquisition of Shire plc (the "Acquisition") and reduce commitments under the 364-Day Bridge Credit Agreement entered into in connection with the Acquisition on May 8, 2018 (as amended on June 8, 2018 and October 26, 2018). A description of the Notes is set out below.
In accordance with Rule 26 of the City Code on Takeovers and Mergers, a copy of the preliminary offering circular in respect of the Notes will be available to view 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 publication thereof. Please note that the Acquisition remains subject to certain conditions, including receipt of the remaining regulatory clearances and approval by the shareholders of both companies.
Description of the Notes
(a) Types of Notes
Unsecured EUR Denominated Senior Notes
(b) Maturity
Unsecured EUR Denominated Senior Notes due 2020, 2022, 2026 and 2030
(c) Offering Method
Private offering in foreign markets including the U.S., Europe and Asia. The Notes will not be offered or sold within the U.S. or to U.S. persons, except to "qualified institutional buyers" in reliance on the exemption from registration provided by Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act").
Note: This document has been prepared to publicly disclose the issuance of the Notes, and does not constitute an offer to sell or a solicitation of an offer to buy any securities in or outside of the U.S. or Japan. The securities set forth above have not been and will not be registered under the Securities Act, and may not be offered or sold in the U.S. absent registration or an applicable exemption from the registration requirements of the Securities Act.
Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
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 restrictio...
(All Rights Reserved)