Notice Regarding Issuance of JPY Hybrid Bonds

Notice Regarding Issuance of JPY Hybrid Bonds

April 15, 2024

OSAKA, Japan, April 15, 2024 – Takeda Pharmaceutical Company Limited (Head Office: Chuo-ku, Osaka; (TSE:4502/NYSE:TAK), “Takeda”) today announced that it will issue its 2nd Unsecured, Interest Deferrable and Early Redeemable Subordinated Bonds (“the 2nd Hybrid Bonds”) in the form of a public offering in Japan to refinance the whole or part of the 1st Unsecured, Interest Deferrable and Early Redeemable Subordinated Bonds (“the 1st Hybrid Bonds”) that were issued on June 6, 2019. In preparation for the upcoming issue in 2024, Takeda today filed an Amended Shelf Registration Statement for the issuance of the 2nd Hybrid Bonds with the Director of the Kanto Local Finance Bureau.

1. Purpose and Background of the 2nd Hybrid Bonds Issuance:
Takeda issued the 1st Hybrid Bonds of JPY 500 billion in June 2019 after the acquisition of Shire plc. As a result, hybrid bonds have formed an important part of Takeda’s capital structure, and this importance remains unchanged. With the 1st Hybrid Bonds approaching their First Call Date on October 6, 2024, Takeda plans to replace the 1st Hybrid Bonds with the proceeds from the issuance of the 2nd Hybrid Bonds and (if needed) Hybrid Loans having similar terms.

2. Features of the 2nd Hybrid Bonds:
The 2nd Hybrid Bonds will contain features of debt and equity. As a debt instrument they will carry an interest coupon and have a final maturity date. As an equity instrument they will be subordinated to Senior Notes and other debt instruments, allow interest coupon deferral, and have a very long maturity of up to 60 Years. Given such hybrid debt / equity features, we expect that the 2nd Hybrid Bonds will receive an equity acknowledgement of 50% from Rating Agencies. We note that despite the equity like features, the 2nd Hybrid Bonds are not convertible to equity and will never cause a dilution of equity holders.

3. Schedule:
The 2nd Hybrid Bonds are expected to be priced and issued in mid-2024 subject to market conditions and investor demand. Details will be announced as soon as the terms are determined.


This announcement has been prepared to publicly disclose the proposed offering of the 2nd Hybrid Bonds and is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

This document does not constitute an offer to sell or a solicitation of an offer to purchase any securities within the United States. The 2nd Hybrid Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (the “Act”) and may not be offered or sold in the United States, absent registration or an applicable exemption from the registration requirements. No 2nd Hybrid Bonds will be offered in the United States.

About Takeda

Takeda is focused on creating better health for people and a brighter future for the world. We aim to discover and deliver life-transforming treatments in our core therapeutic and business areas, including gastrointestinal and inflammation, rare diseases, plasma-derived therapies, oncology, neuroscience and vaccines. Together with our partners, we aim to improve the patient experience and advance a new frontier of treatment options through our dynamic and diverse pipeline. As a leading values-based, R&D-driven biopharmaceutical company headquartered in Japan, we are guided by our commitment to patients, our people and the planet. Our employees in approximately 80 countries and regions are driven by our purpose and are grounded in the values that have defined us for more than two centuries. For more information, visit


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