Takeda Announces Baxalta’s Successful 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

July 2, 2019

Osaka, Japan, July 2, 2019, --- Takeda Pharmaceutical Company Limited, (“Takeda”) (TSE:4502/NYSE:TAK) today announced the expiration and results of the previously announced consent solicitation (the “Consent Solicitation”) by its wholly-owned subsidiary, Baxalta, Inc. (“Baxalta”) and receipt of the consents necessary to effect an 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 was fully and unconditionally guaranteed by Shire Limited (“Shire”, which was formerly known as Shire plc), a wholly-owned subsidiary of Takeda, and remains to be fully and unconditionally guaranteed by Takeda.

Consent Solicitation
Subject to the terms and conditions described in Baxalta’s Consent Solicitation Statement, dated June 25, 2019, (the “Solicitation Statement”), Baxalta solicited consents from the holders of each series of Notes (“Holders”) set forth below to the 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 “Amendment”). For the avoidance of doubt, the Notes remain fully and unconditionally guaranteed by Takeda, the parent company of Shire.

In conjunction with receiving the requisite consents on July 1, 2019, Baxalta, Shire, Takeda and The Bank of New York Mellon Trust Company, N.A., as trustee, will promptly execute and deliver the fourth supplemental indenture to the Indenture, pursuant to which the Amendment will become operative. Except for the Amendment, all of the existing terms of the Notes and the Indenture will remain unchanged.

Baxalta will pay the consent payment detailed in the table below (collectively, the “Consent Payments”) to the Holders whose consents were validly delivered (and not revoked) prior to the expiration of the Consent Solicitation, as early as July 2, 2019, subject to the terms and conditions described in the Solicitation Statement. 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 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 were solicited from Holders of Baxalta’s $404,498,000 aggregate principal amount of 2.875% Senior Notes due 2020 (the “2020 Notes”), and the Amendment has no effect on the 2020 Notes.

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), Rare Diseases and Neuroscience. 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.

No Offer or Solicitation
This communication is for information purposes only and 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 most recent Annual Report 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.