BY Fraser Tennant
In a deal that could spark a new wave of big pharma deals, Japan’s Takeda Pharmaceutical Company Limited has made a $65bn offer to acquire Jersey-based rare disease drugmaker Shire Plc.
The deal, if completed, would be the biggest acquisition of a drug company this year.
Earlier this week, the board of Shire confirmed that it would recommend the offer to its shareholders, subject to satisfactory resolution of the other terms of the possible offer, including completion of reciprocal due diligence by Shire on Takeda.
With the deal in a preliminary phase, and Takeda having the right to make a lower offer or walk away should Shire receive a higher rival bid, the Japanese company, under UK takeover rules, is required to make its intentions known by 8 May 2018.
Long seen as a likely target for a takeover, Shire was almost acquired by US drugmaker AbbVie Inc in 2014, until reforms to US tax rules scuppered the deal. In addition, Shire was the subject of an aborted acquisition attempt by Botox-maker Allergan Plc last week.
A firm offer by Takeda for Shire is subject to the following conditions: (i) satisfactory completion of a confirmatory due diligence review by Takeda; (ii) the unanimous and unconditional recommendation of the board of Shire; and (iii) final approval by the board of Takeda.
If the deal gets the go-ahead, it would be the largest overseas acquisition by a Japanese company and make Takeda one of the world’s leading drugmakers. The offer to acquire Shire is the fifth to have been made by Takeda in recent months. This proposal is worth 49.01 pounds per share, comprised of 27.26 pounds per share in new Takeda shares and 21.75 pounds per share in cash.
At completion, Shire shareholders would own approximately 50 percent of the enlarged Takeda and the new Takeda shares will be listed in Japan and in the US through an American Depositary Receipt (ADR) programme.
A global leader in serving patients with rare diseases, Shire develops best-in-class therapies across a core of rare disease areas, including hematology, immunology, genetic diseases, neuroscience and internal medicine, with growing therapeutic areas in ophthalmics and oncology. The firm reaches patients in more than 100 countries.
However, the firm has been struggling with debt and sold its oncology business to a French drugmaker for $2.4bn earlier this month.