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Takeda to Divest TachoSil ® to Corza Health for €350 Million

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Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) (“Takeda”) today announced that it has entered into an agreement to divest its TachoSil® Fibrin Sealant Patch (“TachoSil®”) to Corza Health, Inc. (“Corza Health”). Corza Health was formed in 2019 as a partnership between private equity firm GTCR and healthcare industry veteran Gregory T. Lucier to build a market-leading healthcare business with a particular focus on the broader medical technology and life sciences sector. Takeda will receive €350 million in cash upon closing of the transaction, which is subject to customary legal and regulatory closing conditions.

TachoSil® is a surgical patch trusted by medical professionals globally to deliver safe, fast and reliable bleeding control. Takeda recorded full year net sales for TachoSil® of approximately $160 million USD in the fiscal year ended March 31, 2020.

Costa Saroukos, Chief Financial Officer, Takeda, said, “This announcement continues Takeda’s strong momentum toward optimizing our portfolio for growth by delivering highly-innovative medicines and transformative care in our chosen business areas, as well as meeting our leverage targets. As we continue to streamline and simplify our portfolio, Takeda is confident that we have found the right partner in Corza Health as the next home for TachoSil®. Corza Health’s expertise in healthcare, commitment to patients, customers and employees, and resources in partnership with GTCR make it well-positioned to ensure continued patient access to TachoSil® and to invest in the product over the long term for their benefit.”

Takeda has sustained the momentum of its divestiture program in 2020. Most recently, Takeda announced the sale of non-core assets in Europe and Canada to Cheplapharm for approximately $562 million USD. In August, Takeda announced an agreement to divest Takeda Consumer Healthcare Company Limited to Blackstone for approximately $2.3 billion USD. In June, Takeda agreed to divest a portfolio of non-core assets sold exclusively in the Asia Pacific region to Celltrion for up to $278 million USD; in April, Takeda announced the sale of non-core products in Europe to Orifarm Group for up to approximately $670 million USD, including the sale of two manufacturing sites in Denmark and Poland; and in March, Takeda announced the sale of non-core products in Latin America to Hypera Pharma for $825 million USD, as well as completed the previously announced sales of non-core assets spanning the Russia-CIS region to STADA and in countries spanning the Near East, Middle East and Africa region to Acino.

Takeda intends to use the proceeds from this transaction to reduce its debt and accelerate de-leveraging toward its target of 2x net debt/adjusted EBITDA within Fiscal Year 2021 –2023. Takeda is committed to rapid deleveraging driven by strong cash flow and divestiture proceeds, while also simplifying our portfolio.

As previously disclosed, Takeda had entered into an agreement for the sale of TachoSil® to Ethicon, a Johnson & Johnson company, in May 2019. Takeda and Ethicon agreed to mutually terminate the transaction in April 2020 as a result of anti-trust concerns raised by the European Commission.

Transaction Details

Under the terms of the agreement, upon close, Corza Health will acquire the assets and licenses that support the development and commercialization of TachoSil®, while Takeda will maintain ownership of the manufacturing facility in Linz, Austria. Takeda has entered into a long-term manufacturing services agreement, under which it will continue to manufacture TachoSil® products and supply them to Corza Health.

The agreement is expected to close by March 31, 2021, subject to the satisfaction of customary closing conditions, receipt of required regulatory clearances and, where applicable, satisfaction of local information and/or consultation requirements. Upon close, approximately 60 Takeda employees will have the opportunity to transition to Corza Health.

Nomura is acting as financial advisor to Takeda and Linklaters LLP is acting as Takeda’s 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. 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.

Contact information

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

Media:
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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