Takeda to Divest TachoSil ® to Corza Health for €350 Million

Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) (“Takeda”) today announced that it has entered into an agreement to divest its TachoSil^® Fibrin Sealant Patch (“TachoSil^®”) to Corza Health, Inc. (“Corza Health”). Corza Health was formed in 2019 as a partnership between private equity firm GTCR and healthcare industry veteran Gregory T. Lucier to build a market-leading healthcare business with a particular focus on the broader medical technology and life sciences sector. Takeda will receive €350 million in cash upon closing of the transaction, which is subject to customary legal and regulatory closing conditions.

TachoSil^® is a surgical patch trusted by medical professionals globally to deliver safe, fast and reliable bleeding control. Takeda recorded full year net sales for TachoSil^® of approximately $160 million USD in the fiscal year ended March 31, 2020.

Costa Saroukos, Chief Financial Officer, Takeda, said, “This announcement continues Takeda’s strong momentum toward optimizing our portfolio for growth by delivering highly-innovative medicines and transformative care in our chosen business areas, as well as meeting our leverage targets. As we continue to streamline and simplify our portfolio, Takeda is confident that we have found the right partner in Corza Health as the next home for TachoSil^®. Corza Health’s expertise in healthcare, commitment to patients, customers and employees, and resources in partnership with GTCR make it well-positioned to ensure continued patient access to TachoSil^® and to invest in the product over the long term for their benefit.”

Takeda has sustained the momentum of its divestiture program in 2020. Most recently, Takeda announced the sale of non-core assets in Europe and Canada to Cheplapharm for approximately $562 million USD. In August, 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 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.

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 –2023. Takeda is committed to rapid deleveraging driven by strong cash flow and divestiture proceeds, while also simplifying our portfolio.

As previously disclosed, Takeda had entered into an agreement for the sale of TachoSil^® to Ethicon, a Johnson & Johnson company, in May 2019. Takeda and Ethicon agreed to mutually terminate the transaction in April 2020 as a result of anti-trust concerns raised by the European Commission.

Transaction Details

Under the terms of the agreement, upon close, Corza Health will acquire the assets and licenses that support the development and commercialization of TachoSil^®, while Takeda will maintain ownership of the manufacturing facility in Linz, Austria. Takeda has entered into a long-term manufacturing services agreement, under which it will continue to manufacture TachoSil^® products and supply them to Corza Health.

The agreement is expected to close by March 31, 2021, subject to the satisfaction of customary closing conditions, receipt of required regulatory clearances and, where applicable, satisfaction of local information and/or consultation requirements. Upon close, approximately 60 Takeda employees will have the opportunity to transition to Corza Health.

Nomura is acting as financial advisor to Takeda and Linklaters LLP is acting as Takeda’s 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.

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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