Takeda offered on April 24, 2018 a revised conditional acquisition proposal to acquire Shire worth approximately $64 billion, following several rejected acquisition proposals from Takeda to Shire during March and April 2018. Shire has announced it would be willing to recommend the revised proposal to Shire shareholders.

The revised proposal is comprised of £27.26 ($38) in new Takeda shares and £21.75 ($30) in cash for a total value of approximately £46 billion ($64 billion). At completion, Shire shareholders would own approximately 50% of the enlarged Takeda and the new Takeda shares will be listed in Japan and in the US through an American Depositary Receipt program.  

The Board of Shire has indicated to Takeda that it would be willing to recommend the revised proposal to Shire shareholders, subject to satisfactory resolution of the other terms of the possible offer, including completion of reciprocal due diligence by Shire on Takeda. Accordingly, the Board of Shire will engage in discussions with Takeda in relation to these terms.

Under UK takeover rules, Shire has agreed to extend until May 8, 2018, the deadline for which Takeda must make a formal offer or announce its intention to not make a formal offer. Shire granted the extension with the consent of the Panel on Takeovers and Mergers to enable the parties to conclude their ongoing discussions. This deadline may be extended further with the consent of the Takeover Panel, at Shire’s request. The original deadline for Takeda to act prior to this extension was April 25, 2018.

The revised proposal follows a series of proposals from Takeda. Shire received four conditional acquisition proposals from Takeda on March 29, 2018 (the first proposal), April 11, 2018 (the second proposal), April 13, 2018 (the third proposal), and April 20, 2018 (the fourth proposal). The first proposal represented a potential value of approximately £41 billion ($57 billion) comprised of £28 ($39) per share in new Takeda shares and £16 ($22) per share in cash. The second represented approximately £43 billion ($60 billion), comprised of £28.75 ($40) per share in new Takeda shares and £16.75 ($23) per share in cash. The third represented approximately £44 billion ($61 billion), comprised of £28.75 ($40) per share in new Takeda shares and £17.75 ($25) per share in cash. The fourth represented approximately $61 billion, comprised of £26 ($36) per share in new Takeda shares and £21 ($29) per share in cash.

Takeda said in a March 28, 2018 statement that it continuously considers options for accelerating growth, which includes options in its prioritized therapeutic areas of gastroenterology, oncology, and neuroscience. Takeda said that a possible acquisition of Shire would enhance its position in those areas as well as a provide a rare-disease product franchise, reinforce its large-molecule-focused late-stage pipeline within Takeda’s core therapeutic areas, and provide further market opportunities in the US.

Source: Takeda and Shire