After weeks of bidding, the Japanese drugmaker agreed to shell out $62 billion on the rare disease specialist, 46% cash, 54% stock-roughly the same terms Takeda disclosed when it announced its fifth bid. In the offer that finally won over the target, Takeda agreed to pay £49.01, or just over $66, per share - $30.33 in cash and 0.839 Takeda shares for each Shire share.
The deal has been approved by the boards of both companies and is expected to close following shareholder and regulatory approval in the first half of next year.
Christophe Weber, Takeda's president and CEO, said, "Shire's highly complementary product portfolio and pipeline, as well as experienced employees, will accelerate our transformation for a stronger Takeda". That's a 60 percent premium to the price before Takeda first said it wanted to take over Shire, on March 28.
To help finance the deal, the company received a $31 billion bridge loan, alarming some investors. Shares in the company will be listed on the Tokyo Stock Exchange and the Local Japanese Stock Exchanges, with Takeda also set to apply for its American Depository Shares to be listed on the NYSE.
Dr. Andrew Plump, Takeda's chief medical and scientific officer since 2015, said acquiring Shire will raise from three to 10 the number of late-stage clinical drugs that Takeda has in its pipeline.
Shire has profitable businesses selling drugs for hyperactivity and rare disorders but the size of the deal will make Takeda one of the most indebted drugmakers, prompting Standard & Poor's to warn of a potential credit downgrade.
The deal is part of Takeda's strategy of becoming a global pharmaceutical company.
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Takeda faced a deadline of Tuesday set by United Kingdom regulators to make a firm offer for Shire, walk away or extend the deadline.
Tokyo-listed Takeda's shares, however, climbed nearly four per cent to ¥4,638 (£31.50).
Takeda announced the news today, May 8. Japan's Nishimura & Asahi and offshore firm Ogier also advised Takeda.
In particular, Shire would give Takeda access to research and development in fields the Japanese firm has long sought, including digestive systems, mental illness and rare diseases.
Shire said last month it would be willing to recommend an offer from Takeda after it rejected four previous approaches.