Biotech Values

[DewDiligence]

Takeda’s PR on SHPG acquisition:

https://www.businesswire.com/news/home/20180507006284/en/Proposed-Acquisition-Shire-plc-Takeda

Under the terms of the acquisition, each Shire shareholder will be entitled to receive $30.33 in cash for each Shire share and either 0.839 new Takeda shares or 1.678 Takeda ADSs [each Takeda ADS is equivalent to 2 Takeda ordinary shares]. The acquisition terms imply an equivalent value of:

• £48.17 per Shire share based on the closing price of ¥4,535 per Takeda share on May 2, 2018, and the exchange rates of £:¥ of 1:147.61 and £:$ of 1:1.3546 on May 4, 2018 (being the latest practicable date prior to this announcement); and

• £49.01 per Shire share based on the closing price of ¥4,923 per Takeda Share and the exchange rates of £:¥ of 1:151.51 and £:$ of 1:1.3945 on April 23, 2018 (being the day prior to the announcement that the Shire board would, in principle, be willing to recommend the consideration).

The equivalent value of £49.01 per Shire share values the entire issued and to be issued ordinary share capital of Shire at approximately £46 billion [$62.1B].

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 percent of the combined group.

The deal still needs approval by 75% of SHPG’s shareholders and 67% of Takeda’s shareholders.