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Takeda Furthers Innovation-Focused Strategy in China with Sale of Select Non-Core Assets to Hasten for $322 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 non-core prescription pharmaceutical products sold in China to Hasten Biopharmaceutic Co., Ltd. (China) (“Hasten”), a company funded by Feidong County of Hefei City, China and established by Ray Capital Management Limited (“Ray Capital”)1 Takeda will receive $322 million USD, subject to customary legal and regulatory closing conditions.

The portfolio to be divested to Hasten includes cardiovascular and metabolism products sold in mainland China. The portfolio generated FY2019 net sales of approximately $109.5 million USD, driven by strong sales of cardiovascular products such as Ebrantil®. While the products included in the sale continue to play important roles in meeting patient needs in the country, they are outside of Takeda's chosen business areas – Gastroenterology (GI), Rare Diseases, Plasma-Derived Therapies, Oncology and Neuroscience – that are core to its global long-term growth strategy.

“China is an important market for Takeda in our efforts to accelerate the availability of our highly innovative medicines to patients living with complex and rare diseases,” said Ricardo Marek, President, Growth & Emerging Markets Business Unit, Takeda. “This sale will further sharpen Takeda’s focus and resources in fast tracking innovation in China, and the Emerging Markets. At the same time, we are confident that under Ray Capital, Hasten will be well-positioned to provide continued patient access to these trusted products in China.”

“This announcement marks continued progress on our commitment to simplify our global portfolio and remain focused on investing in our growth drivers, and research and development pipeline,” said Costa Saroukos, Chief Financial Officer, Takeda. “We remain committed to expansion in China with more than 15 planned approvals over the next five years. By continuing to execute and deliver on Takeda’s financial commitments, including paying down debt and focusing on our highly innovative portfolio, we can sustain our long-term growth and continue to deliver life-transforming treatments for patients worldwide.”

Takeda intends to use the proceeds from its divestitures to continue to reduce its debt and accelerate deleveraging toward its target of 2x net debt/adjusted EBITDA within FY2021 – FY2023.

Takeda has sustained momentum in its divestiture strategy in 2020 and exceeded its $10 billion non-core asset divestiture target, announcing 10 deals since January 2019 to date for a total aggregate value of up to ~$11.3 billion, including agreements to divest:

  • Takeda Consumer Healthcare Company Limited to Oscar A-Co KK, a company controlled by funds managed by The Blackstone Group Inc. and its affiliates for a total value of approximately JPY 242.0 billion ($2.3 billion USD).
  • Other non-core portfolio assets within the Growth & Emerging Markets Business Unit, totaling up to approximately ~$2 billion with four separate buyers.2
  • Select OTC and non-core assets in Europe to Orifarm for up to approximately $670 million.
  • Non-core assets in Europe and Canada to Cheplapharm for approximately $562 million.
  • The TachoSil Fibrin Sealant Patch to Corza Health, Inc. for €350 million.

Transactions still pending are expected to close by March 31, 2021, subject to customary legal and regulatory closing conditions.

Transaction Details

Takeda has entered into an agreement to sell a portfolio of five select non-core prescription pharmaceutical assets sold in mainland China to Hasten for $322 million USD.

Under the terms of the agreement, Hasten will acquire the rights, title and interest to the products in the portfolio exclusive to China. Employees who are dedicated to the commercial support of these products today will be transferred to Hasten. Takeda and Hasten have also entered into a manufacturing and supply agreement under which Takeda will continue to manufacture the portfolio of divested products and supply them to Hasten.

The agreement is expected to close by June 30, 2021, subject to the satisfaction of customary closing conditions, receipt of required regulatory clearances and, where applicable, satisfaction of local works council requirements. Until then, Takeda remains the owner of these products.

Takeda is being advised by BofA Securities as its financial advisor and White & Case is its 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 discover and deliver life-transforming treatments, guided by our commitment to patients, our people and the planet. Takeda focuses its R&D efforts on four therapeutic areas: Oncology, Rare Genetic and Hematology, 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. These forward-looking statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those expressed or implied by the forward-looking statements: 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 impact of health crises, like the novel coronavirus pandemic, on Takeda and its customers and suppliers, including foreign governments in countries in which Takeda operates, or on other facets of its business; the timing and impact of post-merger integration efforts with acquired companies; the ability to divest assets that are not core to Takeda’s operations and the timing of any such divestment(s); and other factors identified 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. Takeda does not undertake 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 or statements of Takeda in this press release may not be indicative of, and are not an estimate, forecast, guarantee or projection of Takeda’s future results.

1 Ray Capital is a biopharmaceutical investment company established by the Government of Hefei Municipality.

2Includes agreement with Hypera S.A. for the sale of select non-core products in Latin America which remains subject to close; and, completed sales of non-core assets in the Russia-CIS region to STADA, the Near East, Middle East and Africa region to Acino, and Asia Pacific to Celltrion Inc.

Contact information

Investor Relations
Christopher O’Reilly
takeda.ir.contact@takeda.com
+81 (0) 3-3278-2306

Media Contacts:
Japanese Media
Kazumi Kobayashi
kazumi.kobayashi@takeda.com
+81 (0) 3-3278-2095

Media outside Japan
Justine Grosvenor
justine.grosvenor@takeda.com
+1 872-226-6701

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