Cases

Takeda Pharmaceutical Co., Ltd. - Acquisition of Shire plc

Leading Japanese law firm Nishimura & Asahi has advised Takeda Pharmaceutical Co., Ltd. (“Takeda”), the largest pharmaceutical company in Asia, on its transaction to acquire all of the issued and to-be-issued ordinary share capital of Shire plc (“Shire”), a Jersey-registered and Dublin, Ireland-headquartered global specialty biopharmaceutical company, whose shares were listed on the London Stock Exchange and whose American depositary shares (“ADS”) were listed on NASDAQ. The recommended offer by Takeda was announced on 8 May 2018. The transaction was a “mixed consideration” transaction, which involved the exchange of USD 30.33 in cash and either 0.839 Takeda shares or 1.678 Takeda ADS for one share of Shire and which valued Shire's entire issued and to-be-issued ordinary share capital at approximately JPY 6.2 trillion (USD 57 billion). 

The transaction was Japan’s biggest-ever foreign takeover, and upon completion, was expected to make Takeda a global top-eight pharmaceutical company. The transaction was implemented by way of a court-sanctioned scheme of arrangement, was conditional on various matters, including shareholder approval and certain competition clearances, and was completed on 8 January 2019. 

The Nishimura & Asahi team advising Takeda was led by partners Yo Ota, Tsuyoshi Ito, Kohei Koikawa, Hiroko Shibata, Toshiyuki Nonaka, Kentaro Sugimoto, Yoshiyuki Asaoka and Yamato Nozawa.