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Takeda Agrees to Divest Select OTC and Non-Core Assets in Latin America to Hypera Pharma for $825 Million USD

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Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) (“Takeda”) today announced that it has entered into an agreement to divest a portfolio of select non-core products exclusively in Latin America to Hypera S.A. (“Hypera Pharma”), Brazil’s largest pharmaceutical company with a leading position in branded prescriptions, consumer health and branded generics, for a total value of $825M USD.

The portfolio includes over-the-counter and prescription pharmaceutical products sold in Brazil, Mexico, Argentina, Colombia, Ecuador, Panama and Peru, which are part of Takeda’s Growth & Emerging Markets Business Unit.

“Takeda remains firmly committed to the emerging markets, and Latin America. This divestment enables us to focus our investments in these countries that center on our highly innovative medicines across Gastroenterology, Rare Diseases, Plasma-Derived Therapies, Oncology and Neuroscience,” said Ricardo Marek, President, Growth & Emerging Markets Business Unit, Takeda, “Doing so will help meet the unmet needs of patients living with complex and rare conditions. At the same time, we are confident that Hypera Pharma is well placed to provide patients with uninterrupted access to the products they will acquire.”

This is Takeda’s fifth divestment over the last 12 months, contributing to the Company’s goal to divest approximately $10 billion USD in non-core assets. Takeda intends to use the proceeds from its divestitures to continue to reduce its debt and accelerate rapid deleveraging toward its target of 2x net debt/adjusted EBITDA within March 2022 – March 2024.

Takeda previously announced the sales of TachoSil® to Ethicon for $400 million USD in May 2019, Xiidra® to Novartis for up to $5.3 billion USD in July 2019, non-core assets in countries spanning Near East, Middle East and Africa to Acino for over $200 million USD in October 2019, and a portfolio of non-core assets in Russia, Georgia, and a number of Commonwealth of Independent States countries to STADA for $660 million USD in November 2019.

The non-core products in this latest transaction generated revenues of approximately $215 million USD in Fiscal Year 2018, driven by sales of key products such as Neosaldina®, Nesina®, and Dramin®.

While these trusted products continue to play important roles in meeting patient needs, they are not within Takeda's chosen business areas – Gastroenterology, Rare Diseases, Plasma-Derived Therapies, Oncology and Neuroscience – that are core to its global long-term strategy. Their divestment enables the Company to further focus on its key business areas through simplifying its portfolio.

“This announcement marks the latest step in Takeda’s strategy of streamlining and optimizing our portfolio while accelerating our deleveraging. By continuing to focus on our key business areas and pipeline of innovative medicines, we will strengthen our position as a R&D driven global biopharmaceutical leader and deliver enhanced value for patients and Takeda shareholders,” said Costa Saroukos, Chief Financial Officer, Takeda.

Transaction Details

Takeda has entered into an agreement to divest the rights, title, and interest to the products in a portfolio of approximately 18 select OTC and prescription pharmaceutical assets sold in Brazil, Mexico, Argentina, Colombia, Ecuador, Panama and Peru - to Hypera Pharma for a total value of $825M USD.

Under the terms of the agreement, Takeda anticipates that approximately 300 commercial employees supporting the divested assets will be given the opportunity to transition over to Hypera Pharma at the close of this transaction.

Takeda and Hypera Pharma have also entered into a manufacturing and supply agreement under which Takeda will continue to manufacture these products and supply them to Hypera Pharma.

The transaction is expected to close in the second half of 2020, subject to the satisfaction of customary closing conditions. Until then, Takeda remains the owner of these products and responsible for ensuring patient access to them.

Takeda is being advised by BofA Securities (financial advisor) and White & Case (legal advisor) in this transaction.

About Takeda Pharmaceutical Company Limited

Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) is a global, values-based, R&D-driven biopharmaceutical leader headquartered in Japan, committed to bringing Better Health and a Brighter Future to patients by translating science into highly-innovative medicines. Takeda focuses its R&D efforts on four therapeutic areas: Oncology, Rare Diseases, Neuroscience, and Gastroenterology (GI). We also make targeted R&D investments in Plasma-Derived Therapies and Vaccines. We are focusing on developing highly innovative medicines that contribute to making a difference in people's lives by advancing the frontier of new treatment options and leveraging our enhanced collaborative R&D engine and capabilities to create a robust, modality-diverse pipeline. Our employees are committed to improving quality of life for patients and to working with our partners in health care in approximately 80 countries.

For more information, visit https://www.takeda.com.

Important Notice

For the purposes of this notice, “press release” means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed by Takeda Pharmaceutical Company Limited (“Takeda”) regarding this release. This press release (including any oral briefing and any question-and-answer in connection with it) is not intended to, and does not constitute, represent or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. No shares or other securities are being offered to the public by means of this press release. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom. This press release is being given (together with any further information which may be provided to the recipient) on the condition that it is for use by the recipient for information purposes only (and not for the evaluation of any investment, acquisition, disposal or any other transaction). Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

The companies in which Takeda directly and indirectly owns investments are separate entities. In this press release, “Takeda” is sometimes used for convenience where references are made to Takeda and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies.

Forward-Looking Statements

This press release and any materials distributed in connection with this press release may contain forward-looking statements, beliefs or opinions regarding Takeda’s future business, future position and results of operations, including estimates, forecasts, targets and plans for Takeda. Without limitation, forward-looking statements often include words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “aims”, “intends”, “ensures”, “will”, “may”, “should”, “would”, “could” “anticipates”, “estimates”, “projects” or similar expressions or the negative thereof. Forward-looking statements in this document are based on Takeda’s estimates and assumptions only as of the date hereof. Such forward-looking statements do not represent any guarantee by Takeda or its management of future performance and involve known and unknown risks, uncertainties and other factors, including but not limited to: the economic circumstances surrounding Takeda’s global business, including general economic conditions in Japan and the United States; competitive pressures and developments; changes to applicable laws and regulations; the success of or failure of product development programs; decisions of regulatory authorities and the timing thereof; fluctuations in interest and currency exchange rates; claims or concerns regarding the safety or efficacy of marketed products or product candidates; the timing and impact of post-merger integration efforts with acquired companies; and the ability to divest assets that are not core to Takeda’s operations and the timing of any such divestment(s), any of which may cause Takeda’s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by such forward-looking statements. For more information on these and other factors which may affect Takeda’s results, performance, achievements, or financial position, see “Item 3. Key Information—D. Risk Factors” in Takeda’s most recent Annual Report on Form 20-F and Takeda’s other reports filed with the U.S. Securities and Exchange Commission, available on Takeda’s website at: https://www.takeda.com/investors/reports/sec-filings/ or at www.sec.gov. Future results, performance, achievements or financial position of Takeda could differ materially from those expressed in or implied by the forward-looking statements. Persons receiving this press release should not rely unduly on any forward-looking statements. Takeda undertakes no obligation to update any of the forward-looking statements contained in this press release or any other forward-looking statements it may make, except as required by law or stock exchange rule. Past performance is not an indicator of future results and the results of Takeda in this press release may not be indicative of, and are not an estimate, forecast or projection of Takeda’s future results.

Contact information

Investor Relations Contact:
Takashi Okubo 
+81-(0)3-3278-2306
takeda.ir.contact@takeda.com

Media Inquiries:
Sandy Rodriguez
Head, Integration & Divestiture Communications
sandy.rodriguez@takeda.com

Vince Docherty
Head, Communications, GEM Business Unit
vince.docherty@takeda.com.

Kazumi Kobayashi (Japan)
+81 (0)3-3278-2095
kazumi.kobayashi@takeda.com

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