Takeda to Acquire Select Portfolio from Neutec, Significantly Enhancing its Business in Turkey

Acquisition to strengthen Takeda’s strategic position in Turkey, adding complementary products to its existing gastroenterology, respiratory, metabolic and musculoskeletal portfolio

Osaka, Japan and Istanbul, Turkey, February 24, 2015 -- Takeda Pharmaceutical Company Limited (“Takeda”) and NEUTEC İLAÇ SANAYİ VE TİCARET A.Ş ("Neutec”) today announced that Takeda’s wholly-owned subsidiary, Takeda GmbH, and Neutec have signed an agreement to obtain a select portfolio from Neutec, composed of 13 products in the gastroenterology, respiratory, metabolic and musculoskeletal therapeutic areas, through the acquisition of NEUTEC TOPLAM KALİTE YÖNETİMİ SANAYİ TİCARET ANONİM ŞİRKETİ ("Toplam Kalite"), a group company of Neutec in Turkey. The transaction is expected to be finalized during the first quarter of Fiscal Year 2015.

Closing of the acquisition is subject to the satisfaction of certain conditions precedent. Upon Closing, Takeda would acquire the select Neutec portfolio in cash for up to Turkish Lira (TRL) 300 million including milestone payments. Under the agreement, the products will continue to be manufactured locally by Neutec. This acquisition is expected to support Takeda's growth strategy and enhance its position in Turkey, adding complementary products to its existing gastroenterology, respiratory, metabolic and musculoskeletal portfolio to better cater to the medical needs of patients in Turkey, particularly in acute and chronic diseases.

This transaction will also increase Takeda’s investment in Turkey, where the company has been operating for the last five years, offering a portfolio of prescription drugs with well-known brands such as Pantpas® (gastroenterology), Actos® (diabetes) and Alvesco® (respiratory) and Xefo® Rapid (musculoskeletal). Takeda İlaç Sağlık Sanayi Ticaret Limited Şirketi ("Takeda Turkey") has over 130 employees within its two offices in this country. In order to enhance Takeda’s presence in Turkey, this acquisition is expected to generate an estimated 100 new jobs in Turkey, offering career and growth opportunities for best-in class talents.

"This agreement demonstrates Takeda’s continued commitment to patients in Turkey, a key country within the region and the largest pharmaceutical market in Eastern Europe and the Middle East, which is forecasted to grow at around 6% annually over the next five years," said Danilo Cassani, Takeda's Area Head for Near East, Middle East and Africa.

"This portfolio enables Takeda to expand its offering of quality medications, applying its global capabilities and local expertise to meet the diverse needs of patients and healthcare providers in Turkey," added Renata Campos, Takeda Turkey’s Managing Director.

Neutec is a leading pharmaceutical group in Turkey with a diverse portfolio and strong in-house R&D capabilities focused on differentiated and value added branded generics, which have been responsible for the company’s solid performance and sustained growth in recent years.

“We are proud of this transaction with a best in-class global company such as Takeda,” said Mahmut Bilgiç, CEO of Neutec. “This is one of our largest deals in Turkey with a multinational pharmaceutical company and will allow us to reinforce our market position in core products and help enhance our R&D activities to reach and serve the needs of more patients.”

Takeda does not expect to revise earnings guidance for its 2014 fiscal year in connection with this acquisition, which may be contingent upon local legislation frameworks.

1. Acquisition Summary
  1. (1) Acquiring company: Takeda GmbH
  2. (2) Owners of Toplam Kalite: Neutec
  3. (3) Payment: Cash
  4. (4) Acquisition amount: Up to 300 Million Turkish Lira (incl. milestone payments)
  5. (5) Planned date for finalization of transaction: during the first quarter of Fiscal Year 2015
  6. (6) Financial advisor to Takeda: Total Finans
  7. (7) Legal advisor to Takeda: YKK
  8. (8) Financial advisor to Neutec: None
  9. (9) Legal advisor to Neutec: Nihat Güman
2. Profile of Toplam Kalite
  1. (1) Corporate Name: NEUTEC TOPLAM KALİTE YÖNETİMİ SANAYİ TİCARET ANONİM ŞİRKETİ
  2. (2) Location: 1. Organize Sanayi Bolgesi 2. Yol No:2 Arifiye Sakarya
  3. (3) Representative: Mr. Mahmut Bilgiç and Dr.Ali Bilgiç
  4. (4) Year of establishment: 2008
  5. (5) Shares: Non-listed
  6. (6) Relationship with Takeda: No matters to report regarding capital, personal and transactional relationship between Takeda and Toplam Kalite.
3. Profile of Neutec
  1. (1) Corporate Name: Neutec Pharma Group / Neutec İlaç Sanayi ve Ticaret A.Ş.
  2. (2) Location: Headquarters - Istanbul, Turkey
  3. (3) Representative: Mr. Mahmut Bilgiç and Dr.Ali Bilgiç
  4. (4) Year of establishment:1992
  5. (5) Shares: Non-listed
  6. (6) Number of employees: Approximately 2,500
  7. (7) Relationship with Takeda: No matters to report regarding capital, personal and transactional relationship between Takeda and Neutec.
About Takeda Pharmaceutical Company Limited

Located in Osaka, Japan, Takeda is a research-based global company with its main focus on pharmaceuticals. As the largest pharmaceutical company in Japan and one of the global leaders of the industry, Takeda is committed to strive towards better health for people worldwide through leading innovation in medicine. Additional information about Takeda is available through its corporate website, www.takeda.com.

About Neutec

Neutec is one of Turkey's leading pharmaceutical companies, with headquarters in Istanbul and manufacturing facilities in Adapazari. The Company manufactures and markets pharmaceutical formulations as branded generics, as well as value added generics in Turkey, Italy, Greece, Middle East, Asia and several other markets across the world. Neutec is now established as one of the fastest growing pharmaceutical companies in the region with annual growth in excess of 10%.
The company has achieved this growth by an emphasis on developing and promoting leading edge products, and combining that with high quality manufacturing. Neutec is a leading company in respiratory, inhaler devices and effervescent technology. Neutec is committed to continuous improvement in quality in all of its activities.

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