Takeda and Shire Shareholders Approve $62-Billion Proposed Acquisition of Shire
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Following December 5th shareholder meetings, Takeda Pharmaceutical and Shire announced that their respective shareholders have voted in favor of Takeda’s pending $62-billion acquisition of Shire. The deal is now subject to approval of a court in Jersey, a UK crown dependency in which Shire is registered. The deal is expected to close in early January. Takeda and Shire came to terms for a proposed acquisition of Shire by Takeda in May 2018.

Takeda’s proposal to delegate to the Takeda Board the decision regarding the offering terms for the issuance of the new Takeda shares required to implement the proposed acquisition was approved as originally proposed by at least 88% of the votes exercised in respect of this proposal.

“We are delighted that our shareholders have given their strong support to our acquisition of Shire,” said Christophe Weber, President and Chief Executive Officer of Takeda in a December 5, 2018 company statement. “With shareholder approval secured, we are looking forward to closing the acquisition in the coming weeks to create a more competitive, agile, highly profitable, and therefore more resilient company, poised to deliver highly innovative medicines and transformative care to patients around the world.”

The acquisition was also approved by Shire shareholders at a meeting on December 5, 2018. The deal is now subject to the sanctioning by a court in Jersey at a hearing expected to be held on January 3, 2019. Subject to receipt of the necessary Shire shareholder approvals and the sanction of the scheme of arrangement by the Jersey Court, it is expected that completion of the acquisition will take place on January 8, 2019.

In addition, Takeda’s proposal to appoint three of Shire’s existing external directors (Ian Clark (Independent Non-Executive Director), Olivier Bohuon (Senior Independent Director), and Steven Gillis (Managing Director at ARCH Venture Partners) to the Takeda Board with effect from closing was also approved as originally proposed. Each of these appointments was approved by at least 87% of the votes exercised in respect of this proposal. 

In November 2018, Takeda received clearance from the European Commission (EC). The acquisition has now received clearances from the EC, the US Federal Trade Commission, the Japan Fair Trade Commission, the State Administration for Market Regulation in China, and the Brazilian Administrative Council for Economic Defense, among other regulatory authorities.

Source: Takeda Pharmaceutical Company

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