Takeda Announces Further Details of Transformational Pharmaceutical Sciences Partnership with Bushu

-Takeda Splits off a Part of its Pharmaceutical Sciences Businesses to its Wholly-owned Subsidiary
via Simple Absorption-type Company Split
-Takeda Transfers the Subsidiary’s Shares to Bushu

Osaka, Japan, May 15, 2017 ―Takeda Pharmaceutical Company Limited (TSE: 4502) (“Takeda”) today announced that it has entered into an agreement for an absorption-type company split with its wholly-owned subsidiary, SPERA PHARMA, Inc., that was established in April 2017 (“SPERA PHARMA”), aiming to transfer a part of Takeda's Pharmaceutical Sciences/CMC^* businesses to Bushu Pharmaceuticals Ltd. (“Bushu”). Takeda will transfer all of the issued shares in Succeeding Company to Bushu based on the share transfer agreement signed on February 28, 2017.

In alignment with Takeda's global R&D strategy, Takeda and Bushu announced their partnership on February 28, 2017. As Takeda’s strategic partner, Bushu will deliver on process chemistry, formulation and analytical development, as well as development, manufacturing and associated work of clinical trial materials.
^* CMC stands for chemistry, manufacturing and controls, which is the research and development activities including the design of API (active pharmaceutical ingredients) or formulation and product quality, and the development of manufacture processes to put new drug candidates discovered through research onto the market.

Since the company split is an absorption-type company split carried out between Takeda and Succeeding Company, certain details are omitted from disclosure, in line with the Tokyo Stock Exchange disclosure guidelines.

1. Purpose of transaction
Takeda is in the process of implementing steps to accelerate its research and development (R&D) transformation by refocusing on three key therapeutic areas – Oncology, Gastroenterology and Central Nervous System, plus Vaccines, and concentrating R&D activities in Japan and the U.S. This transformation is critical to provide the company with the necessary organizational and financial flexibility to drive innovation, enhance partnerships, and improve R&D productivity for long-term, sustainable growth. As a part of this initiative, Takeda entered into a pharmaceutical sciences partnership agreement with Bushu in February 2017. This partnership, which enables a more agile and flexible approach for clinical trial material development and manufacturing, will allow Takeda to improve its operating efficiencies and create a more agile organization to better meet patient needs.

Subsequent to the company split, all of the issued shares in SPERA PHARMA will be transferred to Bushu. Through this share transfer, will be a wholly-owned subsidiary of Bushu, which is scheduled to be effective as of July 1, 2017.

2. Details of transaction
1) Schedule of transaction

^_(Note) The company split is to be conducted by Takeda in accordance with Article 784, paragraph 2 of the Companies Act. Accordingly, no approval by a general meeting of shareholders as defined in Article 783, paragraph 1 of the Companies Act is required.

2) Method of company split
In this company split, Takeda will be the splitting company and SPERA PHARMA will be the succeeding company.

3) Details of stock allocation
As consideration for the company split, SPERA PHARMA will issue 7,800 shares of common stock and allocate them to Takeda.

4) Treatment of stock options and corporate bonds with stock options for the splitting company
Although Takeda has issued stock options, there will be no change in the treatment of these stock options due to the company split.

5) Increase or decrease of capital stock due to the company split
There will be no increase or decrease of the capital stock of Takeda.

6) Rights and obligations to be succeeded by the succeeding company
SPERA PHARMA will succeed the assets relating to the business to be split off in accordance with the terms and conditions of the absorption-type company split agreement, as well as the rights and obligations incidental thereto.

7) Capability of satisfying liabilities
Takeda has judged that SPERA PHARMA will not have any problem in performing its obligations relating to the liabilities it will bear following the effective date of the absorption-type company split; however, Takeda will not be liable for SPERA PHARMA's liabilities as a guarantor.

3. Outline of the companies

 

4. Outline of the business to be split off from Takeda to the succeeding company
1) Details of the business to be split off
The portion of the business to be split off is a part of Takeda’s business related to the development and manufacturing of clinical trial materials, etc. that is operated by Takeda's Pharmaceutical Sciences.

2) Financial results of the business to be split off
The business has not recorded external revenue.

3) Book value of assets and liabilities to be split off (as of March 31, 2017)

5. Status after the company split
1) There will be no change in Takeda’s company name, location, representative, scope of business, capital or fiscal year end after the company split.

2) The amount of SPERA PHARMA's capital will increases from 10 million yen to 310 million yen through the company split.

3) With respect to SPERA PHARMA, Takeda will transfer all of the outstanding shares in SPERA PHARMA to Bushu through a share transfer.

4) President of SPERA PHARMA will be Toshio Yoshioka immediately after the effective date of the absorption-type company split and the subsequent share transfer, i.e. July 1, 2017 (scheduled).

6. Share transfer
1) Profile of the subsidiary (succeeding company) to undergo changes
Please see 3. above.

2)  Transferee of the share transfer (as of March 31, 2017)

3) Change in ownership ratio of shares through the share transfer

The Transfer price is undisclosed in accordance with an agreement with the transferee of the share, which is a privately-owned company.

7. Future outlook
Takeda’s financial forecast for FY2017, which was announced on May 10, 2017, includes the impact of this transaction.

(Reference) Consolidated earnings forecast for this fiscal year (as of May 10, 2017) and consolidated results for the previous fiscal year (in million yen)

 

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Media Contacts:
Kazumi Kobayashi
[email protected]
+81 (0) 3-3278-2095

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