The board of Shire confirms that it has received three conditional proposals from Takeda regarding a possible offer for the company, on 29 March 2018, 11 April 2018 and 13 April 2018.
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The first proposal comprised £28 per share in new Takeda shares, to be listed in Japan and in the U.S. through an ADR listing, and £16 per share in cash, representing a potential value of £44 per share and approximately £41 billion for the total issued and to be issued share capital of the company.
Based on Takeda’s current market capitalisation, Shire shareholders would own approximately 50 per cent. of the enlarged Takeda.
Following a thorough review of the first proposal with its advisers and a board meeting on 8 April 2018, the board unanimously rejected the First Proposal, concluding that it significantly undervalued the Company, its growth prospects and pipeline.
The second proposal comprised £28.75 per share in new Takeda shares, to be listed in Japan and in the U.S. through an ADR listing, and £16.75 per share in cash, representing a potential value of £45.50 per share, only a marginal increase to the first proposal, and approximately £43 billion for the total issued and to be issued share capital of the company.
Based on Takeda’s current market capitalisation, Shire shareholders would own approximately 51 per cent. of the enlarged Takeda.
The third proposal also comprised £28.75 per share in new Takeda shares, to be listed in Japan and in the U.S. through an ADR listing, and £17.75 per share in cash, representing a potential value of £46.50 per share and approximately £44 billion for the total issued and to be issued share capital of the company.
Based on Takeda’s current market capitalisation, Shire shareholders would own approximately 51 per cent. of the enlarged Takeda.
The Board met again and thoroughly considered the Third Proposal with its advisers and unanimously rejected it, concluding that it continues to significantly undervalue the Company and Shire’s growth prospects and pipeline.
Following the board meeting on 14 April 2018 which rejected the Third Proposal, at the board’s request Shire’s advisers entered into a dialogue with Takeda’s advisers to discuss whether a further, more attractive, proposal may be forthcoming and to understand the basis on which such a proposal would be made. ■