Japanese law firm Nishimura & Asahi advised Takeda Pharmaceutical, the largest pharmaceutical company in Asia, on its transaction to acquire all of the issued and to-be-issued ordinary share capital of Shire, a Jersey-registered and Dublin, Ireland-headquartered global specialty biopharmaceutical company.
The transaction was Japan’s biggest foreign takeover to date, and upon completion was expected to make Takeda a global top eight pharmaceutical company.
The transaction, which was completed on 8 January 2019, was implemented by way of a court-sanctioned scheme of arrangement, and was conditional on a number of matters including share-holder approval and competition clearances.
The transaction was a “mixed consideration” transaction, which involved the exchange of US$30.33 in cash and either 0.839 Takeda shares or 1.678 Takeda ADS for one share of Shire, and which valued Shire’s entire issued and to-be-issued ordinary share capital at approximately ¥6.2 trillion (US$57 billion).
The Nishimura & Asahi team was led by partners Yo Ota, Tsuyoshi Ito, Kohei Koikawa, Hiroko Shibata, Toshiyuki Nonaka, Kentaro Sugimoto, Yoshiyuki Asaoka and Yamato Nozawa.