武田薬品工業株式会社
OSAKA, Japan, and CAMBRIDGE, Massachusetts, December 6, 2024 - Takeda (TSE:4502/NYSE:TAK) today announced that it will transfer all of its 49% outstanding shares in its affiliate Teva Takeda Pharma Ltd. (“Teva Takeda Pharma”), to Teva Pharmaceutical Industries Ltd (“Teva”), due to Teva’s plans to transfer 100% of Teva Takeda Pharma to JKI Co., Ltd., established by the fund managed and operated by J-Will Partners Co., Ltd.
Teva Takeda Pharma is a joint venture established in 2016 by Takeda and Teva, focusing primarily on the business of generic and off-patent medicines.
Teva expects the divestiture to be completed by April1, 2025, subject to standard closing conditions, including obtaining required regulatory approvals. Upon completion of this share transfer, Teva Takeda Pharma will no longer be an affiliate of Takeda. However, Takeda will continue to distribute the medicines belonging to Teva Takeda Pharma and its 100% subsidiary Takeda Teva Yakuhin Ltd. for which it is currently responsible.
1. Reasons for the transfer of shares
Through the discovery and development of innovative treatments, Takeda aims to contribute to the better health and brighter future of people around the world. Takeda is committed to delivering new treatment options and contributing to the improvement of patient quality of life through its robust, diverse pipeline in its key therapeutic and business areas of gastrointestinal and inflammatory diseases, rare diseases, plasma derived therapies, oncology, neuroscience, and vaccines.
The decision to transfer Takeda’s shares in Teva Takeda Pharma was taken after careful consideration of Takeda’s sustainable growth strategy and that of Teva, as well as the evolving pharmaceutical industry environment in Japan.
2. Outline of Affiliates
| (1) Company name | Teva Takeda Pharma Ltd. |
| (2) Location | 1-24-11 Taiko, Nakamura-ku, Nagoya City |
| (3) Representative | President & CEO Yoshihiro Toyohara |
| (4) Scope of business | Development, manufacture, sales and marketing of pharmaceutical products |
| (5) Capital | 100 million yen |
| (6) Date established |
April 1, 2012: Established Teva Pharmaceutical Co., Ltd. April 1, 2016: Taisho Pharmaceutical Co., Ltd., a consolidated subsidiary of Teva Pharmaceutical Co., Ltd., inherited the long-listed products business in Japan from Takeda and changed its name to Takeda Teva Yakuhin Ltd. October 1, 2016: Teva Pharmaceutical Co., Ltd., the parent company of Takeda Teva Yakuhin, changed its name to Teva Takeda Pharma Ltd. |
| (7) Major shareholders and ratio of shares held | Teva Holdings LLC: 51% Takeda Pharmaceutical, Ltd.: 49% |
3. Number of shares to be transferred as a result of the Share Transfer and status of shares held before and after the transfer
| (1) Number of shares held before transfer | 637 shares (Percentage of voting rights: 49.0%) |
| (2) Number of shares to be transferred as a result of the share transfer | 637 shares (Percentage of voting rights: 49.0%) |
| (3) Number of shares held after transfer | 0 shares (Percentage of voting rights: 0.0%) |
4. Schedule
Completion date of the Share Transfer: By April 1, 2025 (expected)
5. Outlook
If this transaction is executed, the financial impact on Takeda's full-year consolidated profit and loss statement forecast for the period ending March 2025 (fiscal year 2024) is expected to be minimal.
Takeda currently expects to receive approximately JPY 55.0 billion from transfer proceeds and dividends received, subject to closing adjustments associated with this transaction.
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Takeda is focused on creating better health for people and a brighter future for the world. We aim to discover and deliver life-transforming treatments in our core therapeutic and business areas, including gastrointestinal and inflammation, rare diseases, plasma-derived therapies, oncology, neuroscience and vaccines. Together with our partners, we aim to improve the patient experience and advance a new frontier of treatment options through our dynamic and diverse pipeline. As a leading values-based, R&D-driven biopharmaceutical company headquartered in Japan, we are guided by our commitment to patients, our people and the planet. Our employees in approximately 80 countries and regions are driven by our purpose and are grounded in the values that have defined us for more than two centuries. For more information, visit www.takeda.com.
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