Execution of Bridge Loan Agreement for Shire plc Acquisition

May 8, 2018

Osaka, Japan, May 8, 2018 --- Takeda Pharmaceutical Company Limited (Head Office: Chuo-ku, Osaka, the “Company or “Takeda”) announces that it has entered into a “364-Day Bridge Credit Agreement” (the “Bridge Credit Agreement”) for an aggregate principal amount of up to 30.85 billion U.S. dollars to finance funds necessary for the acquisition of Shire plc (“Shire”) as follows today. Takeda, as announced in “Agreement on Commencement of a Friendly Acquisition Procedure to Make Shire plc a Wholly-owned Subsidiary” dated today, has reached agreement with Shire 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 (the “Acquisition”). It is proposed that the Acquisition will be effected by means of a scheme of arrangement under Article 125 of the Jersey Companies Law (the “Scheme”).

1.           Details of Bridge Credit Agreement

(a) Borrower

Takeda

(b) Administrative Agent

JP Morgan Chase Bank, N.A.

(c) Initial Lenders

JP Morgan Chase Bank, N.A.

Sumitomo Mitsui Banking Corporation

MUFG Bank, Ltd.

(d) Execution date of agreement

May 8, 2018

(e) Total borrowing limit

30.85 billion U.S. dollars (breakdown)

First tranche: 15.35 billion U.S. dollars

Second tranche: 4.5 billion U.S. dollars

Third tranche: 7.5 billion U.S. dollars

Fourth tranche: 3.5 billion U.S. dollars

(f) Interest rate

Adjusted LIBO rate plus the applicable margin based public debt rating

(g) Use of proceeds

Payment of the Acquisition cash consideration and related fees, costs and expenses incurred by Takeda

Refinancing of certain existing indebtedness of Shire and/or its subsidiaries

(h) Tenor

First tranche through third tranche: the date that is 364 days following the closing date of borrowing

Fourth tranche: the date that is 90 days following the closing date of borrowing

(i) Pledge

None

(j) Security

None

(k) Governing Law

New York

 

2.           Business Outlook
It is currently contemplated that the commitments under the Bridge Credit Agreement will be reduced or refinanced with the proceeds of other financing, a portion of which may be completed prior to the effective date of the Acquisition.

3.           Impact on the financial results for the fiscal year ending March 2019
We will announce the impact of the Bridge Credit Agreement on our business performance promptly after we estimate it.

 


 

Media Contacts:

Kazumi Kobayashi
kazumi.kobayashi@takeda.com
+81 (0) 3-3278-2095