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Takeda Divests Select Non-Core Assets in Europe to Cheplapharm for Approximately $562 million USD

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Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) (“Takeda”) today announced that it has entered into an agreement to divest a portfolio of select non-core prescription pharmaceutical products sold predominantly in Europe and Canada to Cheplapharm. Cheplapharm is a specialty pharmaceutical company headquartered in Germany with a 25-year history of successfully acquiring, integrating and growing pharmaceutical products. Takeda will receive an upfront payment of approximately $562 million USD, subject to customary legal and regulatory closing conditions.

The portfolio to be divested to Cheplapharm is comprised of non-core prescription pharmaceutical products in a variety of therapeutic categories sold predominantly in Europe and Canada. This includes Cardiovascular/Metabolic and Anti-Inflammatory products along with Calcium. The portfolio generated FY 2019 net sales of approximately $260 million USD. While the products included in the sale address key patient needs in these countries, they are outside of Takeda’s five key business areas. With a more focused portfolio, the divestiture further enables Takeda’s Europe & Canada Business Unit (EUCAN) to focus on and drive strategic core growth areas. In April 2020, Takeda announced to divest EUCAN’s non-core over-the-counter (OTC) products to Orifarm Group.

Giles Platford, President, EUCAN, Takeda, said, “These divestments represent another important milestone in our portfolio simplification and optimization strategy as we position Takeda for continued success across our five key business areas: Gastroenterology (GI), Rare Diseases, Plasma-Derived Therapies, Oncology and Neuroscience. We are pleased to have found a partner in Cheplapharm who shares our commitment to patient care and has the experience and resources to continue investing in these important products well into the future for the benefit of patients.”

Costa Saroukos, Chief Financial Officer, Takeda, said, “Today’s announcement allows Takeda to continue to be patient-focused as we streamline and optimize our portfolio according to our global long-term strategy. While the trusted products included in the sale address key patient needs in these countries, they are outside of our core business areas of focus. We are confident that Cheplapharm is the right partner to ensure patients continue to have access to these products.”

The sale of these non-core prescription products supports Takeda’s continued divestiture program. Last month, Takeda announced an agreement to divest Takeda Consumer Healthcare Company Limited to Blackstone for approximately $2.3 billion USD. In June, Takeda agreed to divest a portfolio of non-core assets sold exclusively in the Asia Pacific region to Celltrion for up to $278 million USD; in April, Takeda announced the sale of non-core OTC products in Europe to Orifarm Group for up to approximately $670 million USD, including the sale of two manufacturing sites in Denmark and Poland; and in March, Takeda announced the sale of non-core products in Latin America to Hypera Pharma for $825 million USD, as well as completed the previously announced sales of non-core assets spanning the Russia-CIS region to STADA and in countries spanning the Near East, Middle East and Africa region to Acino.

Transaction Details

There are no anticipated employee transfers in connection with this transaction.

The transaction is expected to close by the end of Fiscal Year 2020 (ending March 2021), subject to the satisfaction of customary closing conditions and receipt of required regulatory clearances. Until then, the products will continue to be made available to patients and manufactured and supplied by Takeda.

Takeda intends to use the proceeds from this transaction to reduce its debt and accelerate de-leveraging toward its target of 2x net debt/adjusted EBITDA within Fiscal Year 2021 to 2023. Takeda is committed to rapid deleveraging driven by strong cash flow and divestiture proceeds, while also simplifying our portfolio.

Takeda is being advised by J.P. Morgan as our financial advisor and White & Case is our legal advisor in this transaction.

About 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, Rare Diseases, Neuroscience, and Gastroenterology (GI). 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.

For more information, visit https://www.takeda.com.

Important Notice

For the purposes of this notice, “press release” means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed by Takeda Pharmaceutical Company Limited (“Takeda”) regarding this release. This press release (including any oral briefing and any question-and-answer in connection with it) is not intended to, and does not constitute, represent or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. No shares or other securities are being offered to the public by means of this press release. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom. This press release is being given (together with any further information which may be provided to the recipient) on the condition that it is for use by the recipient for information purposes only (and not for the evaluation of any investment, acquisition, disposal or any other transaction). Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

The companies in which Takeda directly and indirectly owns investments are separate entities. In this press release, “Takeda” is sometimes used for convenience where references are made to Takeda and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies.

J.P. Morgan Securities plc (“J.P. Morgan”), which is authorized in the United Kingdom by the Prudential Regulation Authority (the “PRA”) and regulated by the PRA and the Financial Conduct Authority, is acting as financial adviser exclusively for Takeda Pharmaceuticals International AG and no one else in connection with this transaction and will not regard any other person as its client in relation to this transaction and will not be responsible to anyone other than Takeda Pharmaceuticals International AG for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to this transaction or any other matter or arrangement referred to herein.

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 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 words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “aims”, “intends”, “ensures”, “will”, “may”, “should”, “would”, “could” “anticipates”, “estimates”, “projects” or similar expressions or the negative thereof. These forward-looking statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those expressed or implied by the forward-looking statements: the economic circumstances surrounding Takeda’s global business, including general economic conditions in Japan and the United States; competitive pressures and developments; changes to applicable laws and regulations; the success of or failure of product development programs; decisions of regulatory authorities and the timing thereof; fluctuations in interest and currency exchange rates; claims or concerns regarding the safety or efficacy of marketed products or product candidates; the impact of health crises, like the novel coronavirus pandemic, on Takeda and its customers and suppliers, including foreign governments in countries in which Takeda operates, or on other facets of its business; the timing and impact of post-merger integration efforts with acquired companies; the ability to divest assets that are not core to Takeda’s operations and the timing of any such divestment(s); and other factors identified in Takeda’s most recent Annual Report on Form 20-F and Takeda’s other reports filed with the U.S. Securities and Exchange Commission, available on Takeda’s website at: https://www.takeda.com/investors/reports/sec-filings/ or at www.sec.gov. Takeda does not undertake to update any of the forward-looking statements contained in this press release or any other forward-looking statements it may make, except as required by law or stock exchange rule. Past performance is not an indicator of future results and the results or statements of Takeda in this press release may not be indicative of, and are not an estimate, forecast, guarantee or projection of Takeda’s future results.

Contact information

Investor Relations:
Christopher O’Reilly
takeda.ir.contact@takeda.com
+81 (0) 3-3278-2306

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

Media outside Japan:
Justine Grosvenor
justine.grosvenor@takeda.com
+1 872-226-6701

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