Latham & Watkins Advises on Takeda’s US$46bn Acquisition of Shire plc

Transaction represents the largest ever takeover by a Japanese company.

May 22, 2018

Latham & Watkins is advising JPMorgan Chase Bank N.A., Sumitomo Mitsui Banking Corporation, and MUFG Bank, Ltd. as joint lead arrangers and joint bookrunners of the US$30.85 billion bridge credit facilities (and related loan and securities matters) entered into by Takeda Pharmaceutical Company Limited (Takeda) to part fund the acquisition of the entire issued and to be issued ordinary share capital of Shire plc (Shire). The acquisition is subject to UK Takeover Panel requirements, and the bridge facility is the largest that has been raised in Asia to date.

Under the terms of the acquisition, each Shire shareholder will be entitled to receive US$30.33 in cash for each Shire share and either 0.839 new Takeda shares or 1.678 Takeda ADSs. Those terms value the entire issued and to be issued share capital of Shire at approximately US$46 billion.

Latham’s multi-jurisdictional team is led in the US by finance and capital markets partners Zulf Bokhari, Marc Jaffe, and Stelios Saffos, in London by M&A partner Richard Butterwick and finance partner Mohamed Nurmohamed, and in Tokyo by corporate partners Hiroki Kobayashi and Nozomi Oda, assisted by New York associate Nicole Fanjul, Chicago finance counsel Steve Barr and associate John Lister, London associates Natasha Hamilton-Foyn and Karan Chopra, and New York corporate counsel Ryan DeFord and associate Sean Weisberg. Advice is also being provided by Chicago corporate partner Nabil Sabki, Washington, D.C. corporate counsel Paul Dudek, and San Francisco corporate counsel Betty Pang.


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