Takeda Pharmaceutical → Shire

Takeda's $62bn cash-and-share takeover of Shire, agreed in May 2018 after five approaches, made the largest drug company listed in Tokyo one of the world's ten biggest by revenue and a leader in rare diseases — at the price of a balance sheet it was still repairing seven years later.

At £46bn the largest overseas acquisition by a Japanese company, funded with a $30.85bn bridge loan.

Value
$62B
Announced
May 2018
Completed
January 2019
Sector
Pharma
Deal type
acquisition
Acquirer
Takeda Pharmaceutical (Japan)
Target
Shire (Ireland)

Why it mattered

Shire, registered in Jersey, had grown by acquisition. Its $32bn purchase of Baxalta in 2016 made it the largest biotech company focused solely on rare diseases, alongside ADHD medicines such as Vyvanse and Adderall XR. It had escaped one bidder already: AbbVie agreed a $54.8bn deal in 2014, then walked away after the US moved against tax inversions.

Shire rejected three proposals in April 2018, worth £41bn to £44bn, before saying on 25 April that it would recommend a fifth; GlaxoSmithKline ruled out a counter-bid and Allergan withdrew. The terms agreed on 8 May were $30.33 in cash plus 0.839 new Takeda shares for each Shire share — about £46bn, a 64.4% premium to the price before rumours of Takeda's interest — leaving Shire's holders with about half the enlarged group. Takeda arranged a $30.85bn bridge loan, promised at least $1.4bn of annual cost savings and set a medium-term target of net debt no more than twice EBITDA. The European Commission cleared the deal on condition that Shire's inflammatory bowel disease candidate SHP647, a potential rival to Takeda's Entyvio, be sold. Takeda's shareholders approved it on 5 December, and it closed on 8 January 2019, several months earlier than expected.

What it left behind

Deleveraging shaped what followed. Takeda sold the dry-eye drug Xiidra to Novartis for up to $5.3bn, diabetes drugs in Japan to Teijin and its Japanese consumer-health business to Blackstone; by April 2021 it had announced 12 disposals worth up to about $12.9bn, beating a $10bn target. Shire's franchises aged: Vyvanse's US patent expired in February 2023. In the year to March 2026 Takeda's revenue fell 1.7% to ¥4.51tn, about $28.3bn, and adjusted net debt was still 2.6 times adjusted EBITDA, against the 2018 target of twice or less. In June 2026 Christophe Weber, chief executive since 2015, retired and was succeeded by Julie Kim, who had joined Takeda from Shire through the acquisition. A leveraged transformation commits the buyer to a disposal programme and a debt target that can outlast the chief executive who signed it; the acquired talent may outlast both.

Source: en.wikipedia.org

Related deals