A team from magic circle firm Linklaters is helping Japanese pharmaceutical company Takeda clinch a £46 billion acquisition of Ireland’s Shire, which is being counselled by Slaughter & May.
The deal was announced on 8 May, after Shire – whose flagship drugs include ADHD treatments Vyvanse and Adderall XR, which generate over US$2 billion a year in sales – accepted Takeda’s offer, worth £49 per share, following two weeks of deliberations.
Takeda made four previous attempts to woo the Dublin-headquartered company’s shareholders, beginning in March with an offer of £44 per share, which Shire dismissed as "significantly" undervalued. The original offer deadline had been 26 April, but this was pushed back after successive offers from Takeda were rejected by Shire.
Under the latest deal, Shire shareholders are set to own around 50% of the combined company, which will bring together what Takeda called its predecessors’ “highly complementary pipelines” of gastrointestinal and neuroscience treatments, as well as rare disease and plasma-derived therapies.
Takeda also said it will continue to focus on developing its oncology business following its acquisition of US-based Ariad Pharmaceuticals, with counsel from Cleary Gottlieb Steen & Hamilton, in February 2017. In April, Squire sold its oncology business to France’s Servier for US$2.4 billion with counsel from Davis Polk & Wardwell, who are also advising the Irish company on the Takeda deal.
“I believe that the combination of the two companies is in the best interests of shareholders and offers an opportunity to improve the lives of even more patients globally with rare and highly specialised conditions,” Shire CEO Flemming Ornskov said in a statement on Tuesday.
The deal is subject to the approval of the competition authorities of Japan, the US, the European Union, China and Brazil and requires the blessing of a court in Jersey, where Squire is incorporated. Both companies’ boards must also give final approval of the deal, after which Takeda has agreed that three Shire directors will join its board.
Linklaters partner James Inglis is leading the deal for Takeda, having previously counselled the company on the sale of its respiratory portfolio to AstraZeneca in 2015. He was also counsel to Novartis on an asset swap deal that saw it sell its vaccines business to GSK at the same time as absorbing the British company’s oncology operations and entering into an over-the-counter drugs joint venture.
Slaughter & May partners Martin Hattrell and Christian Boney took the lead for Shire. Hattrell has previously represented the company on its US$32 billion tie-up with haemophilia specialist Baxalta in 2016 and its abortive combination with US drug firm AbbVie, which foundered in 2014 after the US introduced changes to its tax code to reduce overseas acquisitions.
Takeda retained Evercore Partners, JP Morgan and Nomura as financial advisers for the deal, who in turn were represented by Ashurst. Shire turned to Goldman Sachs, Morgan Stanley and FT Consulting for financial advice.
Counsel to Takeda
Corporate partners James Inglis, Matthew Middleditch and Aisling Zarraga in London, Tom Shropshire in New York, and Hiroya Yamazaki in Tokyo
Banking partners Danelle Le Cren in New York and Ian Callaghan in London
Competition partners Jonas Koponen in Brussels and Thomas A McGrath in New York
- Nishimura & Asahi in Japan
- Ogier in Jersey
Counsel to Shire
- Slaughter & May
Corporate partners Martin Hattrell and Christian Boney in London
Employment partners Jonathan Fenn and Phil Linnard in London
Tax partner Dominic Robertson in London
Competition partners John Boyce in Brussels and Claire Jeffs in London
Financing partner Matthew Tobin in London
- Davis Polk & Wardwell
Corporate partners Willian Chudd, Daniel Brass and George Bason in New York
Capital markets partner John Meade in New York
Executive compensation partner Edmond FitzGerald in New York
Competition partner Jesse Solomon in Washington, DC
Tax partner Michael Mollerus
- Nagashima Ohno & Tsunematsu in Japan
- Mourant Ozannes in Jersey
Counsel to Evercore Partners, JP Morgan and Nomura as financial advisers to Takeda
Corporate partners Robert Ogilvy Watson and Tom Mercer, and banking partner Tim Rennie in London