- Takeda Pharmaceutical will pay $62 billion to acquire rare disease biotech Shire, securing on Tuesday a deal that will create one of the world's largest drugmakers by sales and transform the 237-year-old Japanese company.
- The takeover, reached after Shire rejected four of Takeda's prior offers, gives Takeda the wider global reach it has sought under CEO Christophe Weber, and adds to its portfolio drugs like Shire's blockbuster ADHD medicine Vyvanse.
- Yet buying Shire is a stretch for the much smaller Takeda, which will borrow $30.85 billion from J.P. Morgan Chase, Sumitomo Mitsui, MUFG Bank and others to fund the takeover. Competitive pressures also loom for Shire's hemophilia business, which is threatened by Roche's newly launched Hemlibra.
Takeda's takeover of Shire is the largest acquisition in the company's history, widely surpassing a near $14 billion acquisition of Nycomed in 2011. It also marks a significant step up in M&A activity this year for an industry which has already seen Sanofi and Celgene shell out a combined $33 billion across four separate deals.
Under CEO Weber, Takeda has looked outside of its home market for opportunities to expand in its core areas of gastroenterology, cancer and neuroscience. Buying Shire bolsters its offerings in gastroenterology and neuroscience, while adding a slate of rare disease drugs that include the Irish biotech's seven hemophilia medicines.
Takeda and Shire's annual sales total nearly $31 billion taken together, which would make the combined company larger than many industry stalwarts like AstraZeneca and Eli Lilly.
Shire also owned several cancer drugs, but sold the business to French pharma Servier in early April.
Buying Shire didn't come easy, though. Takeda made four other bids over the past five weeks, all of which were rejected outright by Shire. In the offer that finally won over the target, Takeda agreed to pay £49.01, or just over $66, per share — $30.33 in cash and 0.839 Takeda shares for each Shire share.
Takeda shareholders will own approximately 50% of the new company, which will be headquartered in Tokyo. The deal is expected to close sometime in the first quarter of 2019, pending review by regulators in a number of countries including the U.S., EU, Japan and China.
Currently, about a third of Takeda's sales come from the Japanese market, with a similar share represented by U.S. sales. Shire, on the other hand, earns about two-thirds of its product revenue from the U.S. — a fact Takeda highlighted in its rationale for pursuing the biotech.
The companies eventually expect to realize about $1.4 billion in annual cost savings from combining, the majority of which will come from reducing duplicative functions in sales and marketing, Takeda said.
Those savings, coupled with increased cash flows, will be important to help Takeda achieve its goal of quickly paying down some of the large debt burden it will take on to pay for the deal.
But some of the expected savings will also come from job cuts. Takeda expects to reduce overall headcount of the combined company by between 6% and 7% over the next three years, with layoffs in R&D as well as sales. Together, the two companies currently employ about 50,000 staff.
Takeda aims to maintain a net debt to EBITDA ratio of 2 times over the medium term, which the company described as a period of between three to five years. (That ratio sat at 1.9 times as of December 31, 2017.)
On a conference call following the deal, Weber said Takeda might consider selling off some non-core assets to help with that relatively rapid de-leveraging.
Increased debt is not the only risk for Takeda, however. A quarter of Shire's product revenues last year came from sales of its hemophilia medicines, which face competition from Roche's Hemlibra (emicizumab) now and potentially curative gene therapies in the future.
"We are very much aware of the competitive pressure in hemophilia with the Roche compound. Being aware means we are also very conservative in our forecasts," Weber said on the call. "When it comes to hemophilia, I think there is still a big debate about the level of [sales] erosion."
Patents covering Adderall XR (amphetamine/dextroamphetamine) and Lialda (mesalamine) are also set to expire this year and in 2020, respectively.