Takeda Announces Baxalta’s Commencement of Consent Solicitation with Respect to Baxalta’s 3.600% Senior Notes due 2022, 4.000% Senior Notes due 2025, 5.250% Senior Notes due 2045

June 25, 2019

Osaka, Japan, June 25, 2019, --- Takeda Pharmaceutical Company Limited, (“Takeda”) (TSE:4502/NYSE:TAK) today announced that its wholly-owned subsidiary, Baxalta Inc. (“Baxalta”) has commenced a consent solicitation (the “Consent Solicitation”) with respect to a proposed amendment to the indenture, dated as of June 23, 2015 (as supplemented and amended to the date hereof, the “Indenture”), governing the certain series of notes as described in this release (the “Notes”), each of which is fully and unconditionally guaranteed by Takeda and by Shire Limited (“Shire”, which was formerly known as Shire plc), a wholly-owned subsidiary of Takeda.

Consent Solicitation
Subject to the terms and conditions described in the Solicitation Materials (as defined below), Baxalta is soliciting consents from the holders of each series of Notes (“Holders”) set forth below to the proposed amendment to the Indenture to release Shire from all of its obligations under the Indenture, consisting substantially of Shire’s full and unconditional guarantee over the Notes (the “Proposed Amendment”). For the avoidance of doubt, the Notes will remain fully and unconditionally guaranteed by Takeda, the parent company of Shire.

Baxalta is offering to pay Holders who validly deliver and do not validly revoke their consent to the Proposed Amendment in the manner described in the Solicitation Materials on or prior to the Expiration Time (as defined below), the cash payment equal to the amount set forth below per $1,000 principal amount of the relevant series of Notes held by such holders (collectively, the “Consent Payments”), subject to satisfaction or waiver of certain conditions, including the receipt of valid consents of a majority in aggregate principal amount of such series of the Notes (the “Requisite Consents”). Each series of the Notes is currently rated Baa2 and BBB+ by Moody’s and S&P Global Ratings, respectively. It is expected that the Proposed Amendment will not affect these ratings.

Series of Notes

CUSIP / ISIN Number

Outstanding Aggregate Principal Amount

Consent Payment

3.600% Senior Notes due 2022

CUSIP: 07177MAL7
ISIN:
US07177MAL72

$219,369,000

$2.50 per $1,000 principal amount of the Notes

4.000% Senior Notes due 2025

CUSIP:
SEC: 07177MAB9
Reg. S: U07237AA5
144A: 07177MAA1
ISIN:
SEC: US07177MAB90
Reg S: USU07237AA50
144A: US07177MAA18

$800,472,000

$2.50 per $1,000 principal amount of the Notes

5.250% Senior Notes due 2045

CUSIP: 07177MAN3
ISIN:
US07177MAN39

$500,407,000

$2.50 per $1,000 principal amount of the Notes


No Consents are being solicited from Holders of Baxalta’s $404,498,000 aggregate principal amount of 2.875% Senior Notes due 2020 (the “2020 Notes”), and the Proposed Amendment will have no effect on the 2020 Notes.

Baxalta anticipates that, promptly after receipt of the Requisite Consents at or prior to the Expiration Time, it will give notice to the Trustee that the Requisite Consents have been obtained and that Baxalta, Shire, Takeda and the Trustee will execute a supplemental indenture to the Indenture to give effect to the Proposed Amendment (such time, the “Effective Time”). The Proposed Amendment will become operative at the Effective Time and Holders will not be able to revoke their Consents after the Effective Time.  Holders should note that the Effective Time may be prior to the Expiration Time and Holders will not be given prior notice of such Effective Time

The Consent Solicitation will expire at 5:00 p.m., New York City time, on July 1, 2019 (as such date may be extended by Baxalta in its sole discretion) (the “Expiration Time”). Baxalta, in its sole discretion, may terminate the Consent Solicitation without the obligation to make any cash payments at any time prior to the Effective Time, whether or not the Requisite Consents have been received. Except for the Proposed Amendment, all of the existing terms of the Notes and the Indenture will remain unchanged.

This press release does not set forth all of the terms and conditions of the Consent Solicitation. Holders of the Notes should carefully read Baxalta’s Consent Solicitation Statement, dated June 25, 2019, and any accompanying materials (collectively, the “Solicitation Materials”), for a complete description of all terms and conditions before making any decision with respect to the Consent Solicitation. None of Baxalta, Shire, Takeda, the Trustee, the Solicitation Agents or the Information and Tabulation Agent makes any recommendation as to whether Holders should deliver Consents to the Proposed Amendment. Additional information concerning the terms and conditions of the Consent Solicitation, and the procedure for delivering consents, may be obtained from the lead solicitation agent, J.P. Morgan Securities LLC, at (866) 834-4666 (toll-free) or (212) 834-3424 (collect). Nomura Securities International, Inc. is acting as co-solicitation agent with respect to the 3.600% Senior Notes due 2022. Copies of the Solicitation Materials may be obtained from the information and tabulation agent, Ipreo LLC, by calling (888) 593-9546 (toll-free) for banks and brokers or by email at ipreo-consentSolicitation@ihsmarkit.com.

This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Proposed Amendment or any securities. The solicitation of consents by Baxalta is being made only pursuant to the Solicitation Materials. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.

 


Contact Information
Investor Relations                                                                      
Takashi Okubo                                                            
takeda.ir.contact@takeda.com                                    
+81 3 3278 2306                                                         

Media
Kazumi Kobayashi
kazumi.kobayashi@takeda.com
+81 3 3278 2095

About Takeda, Shire and Baxalta:
Baxalta and Shire are wholly-owned subsidiaries of Takeda Pharmaceutical Company Limited.
Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) is a global, values-based, R&D-driven biopharmaceutical leader headquartered in Japan, committed to bringing Better Health and a Brighter Future to patients by translating science into highly-innovative medicines. Takeda focuses its R&D efforts on four therapeutic areas: Oncology, Gastroenterology (GI), Neuroscience and Rare Diseases. We also make targeted R&D investments in Plasma-Derived Therapies and Vaccines. We are focusing on developing highly innovative medicines that contribute to making a difference in people's lives by advancing the frontier of new treatment options and leveraging our enhanced collaborative R&D engine and capabilities to create a robust, modality-diverse pipeline. Our employees are committed to improving quality of life for patients and to working with our partners in health care in approximately 80 countries and regions.
For more information, visit https://www.takeda.com. The information on Takeda’s website does not form a part of and is not incorporated by reference into the Solicitation Materials.

No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Cautionary Statement Regarding Forward-Looking Statements
This press release and any materials distributed in connection with this press release may contain forward-looking statements, beliefs or opinions regarding Baxalta, Shire or Takeda, such as statements about Takeda’s future business, future position and results of operations, including estimates, forecasts, targets and plans for Takeda. Without limitation, forward looking statements often include the words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “aims”, “intends”, “will”, “may”, “should”, “would”, “could” “anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative thereof. Any forward-looking statements in this document are based on the current assumptions and beliefs of Baxalta, Shire and Takeda in light of the information currently available to them. Such forward-looking statements do not represent any guarantee by any of Baxalta, Shire or Takeda or their management of future performance and involve known and unknown risks, uncertainties and other factors, including but not limited to: the economic circumstances surrounding Takeda’s business, including general economic conditions in Japan, the United States and worldwide; competitive pressures and developments; applicable laws and regulations; the success of or failure of product development programs; decisions of regulatory authorities and the timing thereof; changes in exchange rates; claims or concerns regarding the safety or efficacy of marketed products or products candidates; and post-merger integration with acquired companies, any of which may cause Takeda’s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by such forward-looking statements. For more information on these and other factors which may affect Takeda’s results, performance, achievements, or financial position, see “Item 3. Key Information—D. Risk Factors” in Takeda’s Registration Statement on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”), and in other documents filed or furnished by Takeda to the SEC. None of Baxalta, Shire, Takeda nor their management gives any assurances that the expectations expressed in these forward-looking statements will turn out to be correct, and actual results, performance or achievements could materially differ from expectations. Persons receiving this press release should not place undue reliance on forward looking statements. Baxalta, Shire and Takeda undertake no obligation to update any of the forward-looking statements contained in this press release or any other forward-looking statements it may make. Past performance is not an indicator of future results and the results of Takeda in this press release may not be indicative of, and are not an estimate, forecast or projection of Takeda’s future results.