JPMorgan Supports Takeda Acquisition of Shire

Takeda Pharmaceutical entered into a 364-day bridge credit agreement for an aggregate principal amount of up to $30.85 billion to finance its acquisition of Shire. JPMorgan served as administrative agent for the transaction. JPMorgan, Sumitomo Mitsui and MUFG Bank are the initial lenders.

Details of the bridge credit agreement are:

• First tranche: $15.35 billion

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• Second tranche: $4.5 billion

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• Third tranche: $7.5 billion

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• Fourth tranche: $3.5 billion U.S.

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• Interest rate: adjusted LIBOR rate plus the applicable margin based public debt rating

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• Use of proceeds: payment of the acquisition cash consideration and related fees, costs and expenses incurred by Takeda

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

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It is currently assumed 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.

The transaction has been approved by both companies’ boards of directors and is expected to close in the first half of calendar year 2019. Upon the closing of the transaction, Takeda shareholders will own approximately 50% of the combined group.

“Since its inception, Takeda has transformed into an agile, R&D-driven global pharmaceutical company that is well-positioned to deliver innovative and transformative care to patients around the world,” said Christophe Weber, president and CEO of Takeda. “Shire’s highly complementary product portfolio and pipeline, as well as its experienced employees, will accelerate our transformation into a stronger Takeda. Together, we will be a leader in providing targeted treatments in gastroenterology, neuroscience, oncology, rare diseases and plasma-derived therapies.”

The acquisition is expected to close in the first half of calendar year 2019. Upon completion, the new Takeda shares will be listed on the Tokyo Stock Exchange and local Japanese stock exchanges. Additionally, Takeda will apply for its ADSs (each representing 0.5 Takeda shares) to be listed on the NYSE effective on or shortly after the effective date.