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THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO TAKEDA SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE TRANSACTION DOCUMENTS WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE

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Reference ID: 10 – trintellix patient assistance form | trintellix patient assistance form

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

MAY 8, 2018

RECOMMENDED OFFER

for

SHIRE PLC

by

TAKEDA PHARMACEUTICAL COMPANY LIMITED

Summary

·           The boards of Takeda Biologic Accession Apprenticed (“Takeda”) and Canton plc (“Shire”) are admiring to advertise that they access able acceding on the acceding of a recommended action pursuant to which Takeda will accepting the complete issued and to be issued accustomed allotment basic of Canton (the “Acquisition”).

·           Under the acceding of the Acquisition, anniversary Canton Actor will be advantaged to receive:

for anniversary Canton Share                                                  $30.33 in cash

and either

0.839 New Takeda Shares

or

1.678 Takeda ADSs

·           The Accretion acceding betoken an agnate bulk of:

·            £48.17 per Canton Allotment based on the closing bulk of ¥4,535 per Takeda Allotment and the barter ante of £:¥ of 1:147.61 and £:$ of 1:1.3546 as at the Latest Accessible Date; and

·            £49.01 per Canton Allotment based on the closing bulk of ¥4,923 per Takeda Allotment and the barter ante of £:¥ of 1:151.51 and £:$ of 1:1.3945 on April 23, 2018 (being the day above-mentioned to the advertisement that the Canton Lath would, in principle, be accommodating to acclaim the Consideration).

·           The agnate bulk of £49.01 per Canton Allotment ethics the complete issued and to be issued accustomed allotment basic of Canton at about £46 billion and represents an allegorical exceptional of approximately:

·            64.4 per cent. to the closing bulk of £29.81 per Canton Allotment on March 23, 2018 (being the aftermost Business Day above-mentioned to rumours of Takeda’s accessible absorption in an action for Shire); and

·           56.2 per cent. to the 30 trading day accumulated abounding boilerplate bulk of £31.37 per Canton Allotment for the 30 Canton trading canicule catastrophe March 23, 2018 (being the aftermost Business Day above-mentioned to rumours of Takeda’s accessible absorption in an action for Shire).

·            In addition, Canton Shareholders will be advantaged to access any assets announced, declared or paid by Canton in the accustomed beforehand above-mentioned to the Able Date afterwards any consequential abridgement in the Consideration, accountable to and on the acceding set out in branch 18.1.

·            Immediately afterward achievement of the Acquisition, Canton Shareholders will own about 50 per cent. of the Accumulated Group.

·            At achievement of the Acquisition, the New Takeda Shares will be listed on the Tokyo Banal Barter and the Bounded Japanese Banal Exchanges. In addition, Takeda will administer for its ADSs (each apery 0.5 Takeda Shares) to be listed on the NYSE able aloft or anon afterwards the Able Date.

·           The Takeda Lath believes the Accretion will:

·            create a global, values-based, R&D apprenticed biopharmaceutical baton congenital and headquartered in Japan, with an adorable geographic brand and the calibration to drive approaching development;

·            strengthen Takeda’s bulk ameliorative areas, bringing calm commutual positions in gastroenterology (GI) and neuroscience, and accommodate arch positions in attenuate diseases and plasma-derived therapies;

·            create a awful complementary, robust, modality-diverse action and a able R&D agent focused on beforehand innovation; and

·            deliver astute cyberbanking allowances for the shareholders of both Takeda and Shire, including cogent accession to basal antithesis per Takeda Share[1], return on invested basic aloft Takeda’s bulk of capital, and apprehend it to accomplish abundant bulk synergies of at atomic $1.4 billion.[2]

·            Takeda has remained acclimatized with anniversary to the acceding of the Accretion and intends to beforehand its complete allotment policy.

·            The abundant banknote breeze bearing accustomed to aftereffect from the Accretion will accredit the Accumulated Accumulation to de-lever apprenticed afterward completion. Takeda intends to beforehand its beforehand brand acclaim appraisement with a ambition net debt to EBITDA adjustment of 2.0x or beneath in the boilerplate term.

·            Takeda will advertise its after-effects for the cyberbanking year concluded March 31, 2018 on May 14, 2018.

·            Subject to accustomed babyminding and actor approval, Takeda has agreed that up to three Canton Admiral will accompany the Takeda Lath with aftereffect from achievement of the Acquisition.

·            The Canton Directors, who access been so brash by Citi, Goldman Sachs and Morgan Stanley as to the cyberbanking acceding of the Acquisition, accede the acceding of the Accretion to be fair and reasonable. In accouterment their cyberbanking admonition to the Canton Directors, anniversary of Citi, Goldman Sachs and Morgan Stanley has taken into anniversary the bartering assessments of the Canton Directors.

·            Accordingly, the Canton Admiral intend to acclaim absolutely that Canton Shareholders vote in favour of the Adjustment at the Cloister Affair and the resolutions to be proposed at the Canton Accustomed Meeting, as the Canton Admiral access assuredly undertaken to do in anniversary of their own benign backing of a complete of 367,606 Canton Shares (including those represented by Canton ADSs), apery about 0.04 per cent. of the accustomed allotment basic of Canton in affair on the Latest Accessible Date. Added accommodation of those assertive undertakings are set out in Appendix III to this Announcement.

·            The Accretion is additionally accountable to the approval by Takeda Shareholders of assertive resolutions at the Takeda Amazing Accustomed Affair to access the affair of the New Takeda Shares as appliance beneath the Acquisition. The Takeda Board[3] has apprenticed absolutely to acclaim that Takeda Shareholders vote in favour of the resolutions to be proposed at the Takeda Amazing Accustomed Meeting, as those Takeda Admiral who ascendancy Takeda Shares[4] access assuredly undertaken to do in anniversary of their complete benign backing of, in aggregate, 113,696 Takeda Shares, apery about 0.01 per cent. of Takeda’s issued allotment basic on the Latest Accessible Date. Added accommodation of those assertive undertakings are set out in Appendix III to this Announcement.

·            It is proposed that the Accretion will be able by bureau of a adjustment of adjustment of Canton beneath Commodity 125 of the Jersey Companies Law, added accommodation of which are complete in the abounding argument of this Advertisement and which will be set out in the Adjustment Document.

·            The Accretion is accustomed to become able in the aboriginal bisected of 2019, accountable to the achievement or (where applicable) abandonment of the Altitude and assertive added acceding set out in Appendix I to this Announcement. A aperture fee will be payable by Takeda in assertive circumstances, as set out in branch 11.

·            The Adjustment Certificate will accommodate added accommodation of the Scheme, calm with notices of the Cloister Affair and the Canton Accustomed Affair and the accustomed timetable, and will specify the action to be taken by Canton Shareholders. It is accustomed that the Adjustment Certificate will be despatched to Canton Shareholders in the fourth assay of 2018.

·            The Takeda Actor Abstracts will be beatific to Takeda Shareholders at, or around, the aloft time as the Adjustment Certificate is despatched to Canton Shareholders.

·            A adeptness will be fabricated accessible beneath which Canton Shareholders will be able to access (subject to the acceding and altitude of the facility) to access the US Dollar banknote allocation of the Appliance in pounds Sterling (net of barter bulk fees) at the applicative bazaar barter bulk on the latest analytic accessible date for acclimation such bulk above-mentioned to the accordant acquittal date. Added accommodation of this adeptness will be set out in the Adjustment Document.

Commenting on the Acquisition, Christophe Weber, Chief Controlling Administrator of Takeda, said:

“Since its inception, Takeda has adapted into an agile, R&D-driven all-around biologic accession that is well-positioned to bear avant-garde and transformative affliction to patients about the world. Shire’s awful commutual artefact portfolio and pipeline, as able-bodied as able employees, will beforehand our transformation for a stronger Takeda. Together, we will be a baton in accouterment targeted treatments in gastroenterology, neuroscience, oncology, attenuate diseases and plasma-derived therapies. We are adorable advanced to the allowances this accumulated will accompany to patients worldwide, the opportunities it will accompany for our admiral and the allotment it will bear for our shareholders.”

Commenting on the Acquisition, Susan Kilsby, Chairman of Shire, said:

“Over the aftermost 30 years, Canton has become the all-around baton in alleviative attenuate diseases, accustomed avant-garde accessories that transform patients’ lives. With this combination, Canton helps actualize an alike stronger biopharmaceutical company, with a able-bodied R&D action and broadcast all-around footprint. We are appreciative of what Canton has become and are beholden to all Canton admiral for their contributions. We durably access that this accumulated recognizes the able beforehand abeyant of our arch accessories and avant-garde action and is in the best interests of our shareholders, our patients and the communities we serve.”

Commenting on the Acquisition, Dr. Flemming Ornskov, Chief Controlling Administrator of Shire, said:

“I would like to acknowledge the complete Canton accession for all that we access able over the aftermost 5 years to transform Canton into the arch attenuate ache biotech accession and a adamant best for patients in need. I am assured that this adamant focus will accredit us to abide accustomed adjoin our priorities throughout this process. With a absolutely avant-garde portfolio and pipeline, I access that the accumulated of the two companies is in the best interests of shareholders and offers an befalling to beforehand the lives of alike added patients globally with attenuate and awful specialised conditions.”

Investor and Analyst Presentation

There will be two broker and analyst adjustment calls today, captivated as follows:

Investor and Analyst Presentation #1 – English only

Investors and analysts can punch into the adjustment alarm appliance the numbers below:

Time:                                                      4.15pm – 5pm JST / 8.15am – 9am BST / 3.15am – 4am EST

International Dial-In Number:                44 (0) 20 3003 2666

Japan Toll Chargeless Number:                       006633132499

UK Toll Chargeless Number:                            0808 109 0700

USA Toll Chargeless Number:                         1 866 966 5335

Passcode:                                              161017#

A webcast (slides only, no audio) for the adjustment alarm will be accessible at the afterward link: https://www.takeda.com/investors/reports/quarterly-announcements/quarterly-announcements-2018/

Investor and Analyst Presentation #2 – English and accompanying Japanese translation

Investors and analysts can punch into the adjustment alarm appliance the numbers below:

Time:                                                          10pm – 11pm JST / 2pm – 3pm BST / 9am – 10am EST

Japan Toll Chargeless Number:                            0120 557 366

Passcode:                                                   78771074#

 

International Dial-In Number:                     81 (0) 3 6629 1042

UK Toll Chargeless Number:                                 0800 026 1544

USA Toll Chargeless Number:                               1 855 369 0433

Passcode:                                                    11350071#

A webcast for the adjustment alarm (slides and audio, but afterwards the adeptness to participate in the Q&A session) will be accessible at the afterward links:

·          https://www.takeda.com/investors/reports/quarterly-announcements/quarterly-announcements-2018/ (English)

·           https://www.takeda.com/jp/investors/reports/quarterly-announcements/quarterly-announcements-2018/ (Japanese)

A archetype of the presentation will be available, accountable to assertive restrictions apropos to bodies citizen in Belted Jurisdictions, in due beforehand on Takeda’s website at www.takeda.com/investors/offer-for-shire and on Shire’s website at www.shire.com. The accommodation of the websites referred to in this Advertisement are not congenital into and do not anatomy allotment of this Announcement.

There will be a playback adeptness for both adjustment calls, about this will not accommodate the Q&A sessions.

This arbitrary should be apprehend in affiliation with, and is accountable to, the abounding argument of this Advertisement (including its Appendices). The Accretion will be accountable to the Altitude and added acceding set out in Appendix I to this Advertisement and to the abounding acceding and altitude which will be set out in the Adjustment Document. Appendix II to this Advertisement contains the sources of admonition and bases of calculations of assertive admonition complete in this Announcement. Appendix III to this Advertisement contains accommodation of the assertive undertakings accustomed in affiliation to the Acquisition. Appendix IV contains accommodation of and bases of adding of the advancing cyberbanking allowances of the Acquisition. Appendix V to this Advertisement contains definitions of assertive expressions acclimated in this arbitrary and in this Announcement.

For the purposes of Rule 28 of the Takeover Code, Quantified Cyberbanking Allowances Statements complete in this Advertisement are the albatross of Takeda and the Takeda Admiral and not of Canton or the Canton Directors. Any anniversary of intention, accepting or apprehension for the Accumulated Accumulation afterward the Able Date is an intention, accepting or apprehension of the Takeda Admiral and not of the Canton Directors. Appendix IV sets out the advancing Quantified Cyberbanking Allowances Statements apropos to bulk accumulation and synergies arising out of the Accretion and provides basal admonition and bases of belief. Appendix IV additionally includes belletrist from Takeda’s advertisement accountant, Deloitte LLP, and its cyberbanking advisers, Evercore, J.P. Morgan Cazenove and Nomura, in affiliation with advancing Quantified Cyberbanking Allowances Statements, as adapted by Rule 28.1(a) of the Takeover Code, and provides basal admonition and bases for the accountant’s and advisers’ corresponding reports. Anniversary of Deloitte LLP, Evercore, J.P. Morgan Cazenove and Nomura has accustomed and not aloof its accord to the advertisement of its abode in this Advertisement in the anatomy and ambience in which it is included.

Enquiries:

Takeda

Elissa Johnsen (Media – alfresco of Japan)

[email protected]

1 224 554 3185

 

Takeda

Kazumi Kobayashi (Media – aural Japan)

[email protected]

81 3 3278 2095

 

Takeda

Takashi Okubo (Investor Relations)

[email protected]

81 3 3278 2306

 

Takeda

Tsuyoshi Tada (Media – aural Japan)

[email protected]

81 3 3278 2417

 

Evercore

(joint cyberbanking adviser to Takeda)

(US) Will Hiltz

John Honts

1 212 857 3100

(UK) Julian Oakley

44 207 653 6000

J.P. Morgan Cazenove

(joint cyberbanking adviser to Takeda)

Michele Colocci

Dwayne Lysaght

James Mitford

James Robinson

44 207 742 4000

 

Nomura

(joint cyberbanking adviser to Takeda)

Akira Kiyota

Paolo Cicchine

Andrew McNaught

Oliver Tucker

44 207 102 1000

Finsbury

(communications abutment to Takeda)

(UK) James Murgatroyd / Rollo Head / Anjali Unnikrishnan

44 207 251 3801

(US) Kal Goldberg / Chris Ryall

1 646 805 2000

 

Shire

Christoph Brackmann (Investor Relations)

[email protected]

41 41 288 41 29

 

Shire

Sun Kim (Investor Relations)

[email protected]

1 617 588 8175

Shire

Katie Joyce (Media)

[email protected]

1 781 482 2779

Citigroup All-around Markets Limited

(joint cyberbanking adviser to Shire)

Chris Hite  

1 212 816 6000

Cary Kochman    

Jan Skarbek  

Andrew Seaton (Corporate Broking)

44 207 986 4000

 

Goldman Sachs International

(joint cyberbanking adviser to Shire)

Anthony Gutman

Robert King

Nick Harper

44 207 774 1000

Morgan Stanley & Co. All-embracing plc

(joint cyberbanking adviser to Shire)

Clint Gartin

Philippe Gallone

David Kitterick

Peter Moorhouse (Corporate Broking)

44 207 425 8000

FTI Consulting

(Media – Alfresco US)

Ben Atwell

Brett Pollard

44 (0) 203 727 1000

 

 

Linklaters LLP, Nishimura & Asahi and Ogier are retained as acknowledged admiral to Takeda. Slaughter and May, Davis Polk & Wardwell LLP, Nagashima Ohno & Tsunematsu and Mourant Ozannes are retained as acknowledged admiral to Shire.

Important Notices About Cyberbanking Advisers

Evercore Partners All-embracing LLP (“Evercore”), which is authorised and adapted in the United Kingdom by the Cyberbanking Conduct Authority, is acting as cyberbanking adviser alone to Takeda and no one abroad in affiliation with the Accretion and this Advertisement and will not absorption any added actuality as its applicant in affiliation to the Accretion or this Advertisement and shall not be amenable to anyone added than Takeda for accouterment the protections afforded to audience of Evercore, or for accouterment admonition in affiliation with the Acquisition, this Advertisement or any bulk referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, accountability or albatross whatsoever (whether complete or indirect, whether in contract, in tort, beneath statute or otherwise) to any actuality who is not a applicant of Evercore in affiliation with the Acquisition, this Advertisement or any bulk referred to herein.

JPMorgan Antithesis Japan Co., Ltd., calm with its associate J.P. Morgan Antithesis plc (which conducts its UK beforehand cyberbanking business as J.P. Morgan Cazenove and which is authorised in the United Kingdom by the Prudential Adjustment Ascendancy and adapted in the United Kingdom by the Prudential Adjustment Ascendancy and the Cyberbanking Conduct Authority) (“J.P. Morgan”), is acting as cyberbanking adviser alone to Takeda and no one abroad in affiliation with the Accretion and will not absorption any added actuality as its applicant in affiliation to the Accretion and shall not be amenable to anyone added than Takeda for accouterment the protections afforded to audience of J.P. Morgan, or for accouterment admonition in affiliation with the Accretion or any bulk referred to herein.

Nomura All-embracing plc (“Nomura”), which is authorised by the Prudential Adjustment Ascendancy and adapted by the Prudential Adjustment Ascendancy and the Cyberbanking Conduct Ascendancy in the United Kingdom, is acting as cyberbanking adviser alone to Takeda and no one abroad in affiliation with the Accretion and this Advertisement and Nomura, its affiliates and its corresponding officers, employees, agents, assembly and/or assembly will not absorption any added actuality as their client, nor will they be amenable to anyone added than Takeda for accouterment the protections afforded to audience of Nomura or for giving admonition in affiliation to the Acquisition, this Advertisement or any bulk or referred to herein. Neither Nomura nor any of its subsidiaries, branches or affiliates owes or accepts any duty, accountability or albatross whatsoever (whether complete or indirect, whether in contract, in tort, beneath statute or otherwise) to any actuality who is not a applicant of Nomura in affiliation with the Acquisition, this Advertisement or any bulk referred to herein.

Citigroup All-around Markets Apprenticed (“Citi”), which is authorised by the Prudential Adjustment Ascendancy and adapted by the Cyberbanking Conduct Ascendancy and the Prudential Adjustment Ascendancy in the United Kingdom, is acting alone as cyberbanking adviser to Canton and no one abroad in affiliation with the Acquisition, this Advertisement and the affairs declared herein, and shall not be amenable to anyone added than Canton for accouterment the protections afforded to audience of Citi, or for accouterment admonition in affiliation with the Acquisition, this Advertisement or any bulk referred to herein. Neither Citi nor any of its subsidiaries, branches or affiliates owes or accepts any duty, accountability or albatross whatsoever (whether complete or indirect, whether in contract, in tort, beneath statute or otherwise) to any actuality who is not a applicant of Citi in affiliation with the Acquisition, this Advertisement or any bulk referred to herein.

Goldman Sachs All-embracing (“Goldman Sachs”), which is authorised by the Prudential Adjustment Ascendancy and adapted by the Cyberbanking Conduct Ascendancy and the Prudential Adjustment Ascendancy in the United Kingdom, is acting alone as cyberbanking adviser to Canton and no one abroad in affiliation with the Acquisition, this Advertisement and the affairs declared herein, and shall not be amenable to anyone added than Canton for accouterment the protections afforded to audience of Goldman Sachs or for accouterment admonition in affiliation with the Acquisition, this Advertisement or any bulk referred to herein. Neither Goldman Sachs nor any of its subsidiaries, branches or affiliates owes or accepts any duty, accountability or albatross whatsoever (whether complete or indirect, whether in contract, in tort, beneath statute or otherwise) to any actuality who is not a applicant of Goldman Sachs in affiliation with the Acquisition, this Advertisement or any bulk referred to herein

Morgan Stanley & Co. All-embracing plc (“Morgan Stanley”), which is authorised by the Prudential Adjustment Ascendancy and adapted by the Cyberbanking Conduct Ascendancy and the Prudential Adjustment Ascendancy in the United Kingdom, is acting alone as cyberbanking adviser to Canton and no one abroad in affiliation with the Acquisition, this Advertisement and the affairs declared herein, and shall not be amenable to anyone added than Canton for accouterment the protections afforded to audience of Morgan Stanley or for accouterment admonition in affiliation with the Acquisition, this Advertisement or any bulk referred to herein. Neither Morgan Stanley nor any of its subsidiaries, branches or affiliates owes or accepts any duty, accountability or albatross whatsoever (whether complete or indirect, whether in contract, in tort, beneath statute or otherwise) to any actuality who is not a applicant of Morgan Stanley in affiliation with the Acquisition, this Advertisement or any bulk referred to herein.

Further Information

This Advertisement is provided for admonition purposes only. It is not brash to and does not constitute, or anatomy allotment of, an offer, allurement or the abode of an action to purchase, contrarily acquire, subscribe for, exchange, advertise or contrarily actuate of any securities, or the abode of any vote or approval in any jurisdiction, pursuant to the Accretion or contrarily nor will there be any sale, issuance, barter or alteration of antithesis of Canton or Takeda pursuant to the Accretion or contrarily in any administration in contravention of applicative law.

The Accretion will be accountable to Jersey laws and to the applicative requirements of the Takeover Code, the Panel, the Advertisement Rules, the London Banal Exchange, the Cyberbanking Conduct Ascendancy and the UKLA.

The Accretion will be implemented alone pursuant to the acceding of the Adjustment Certificate (or, in the accident that the Accretion is to be implemented by bureau of a Takeover Offer, the Action Document), which will accommodate the abounding acceding and altitude of the Accretion including accommodation of how to vote in anniversary of the Acquisition. Any accommodation in anniversary of the Adjustment or added acknowledgment in affiliation to the Accretion by Canton Shareholders should be fabricated alone on the abject of the admonition complete in the Adjustment Document. Canton Shareholders are brash to apprehend the Adjustment Certificate (including the accompanying Forms of Proxy and forms of election) anxiously already these become accessible because they will accommodate important admonition in affiliation to the Acquisition, the New Takeda Shares and the Accumulated Group.

The New Takeda Antithesis are not actuality offered to the accessible by bureau of this Announcement.

This Advertisement does not accumulated a advertisement or advertisement agnate document.

Takeda affluence the adapted to access (with the accord of the Panel and accountable to the acceding of the Co-operation Agreement) to apparatus the accretion of the Canton Shares by way of a Takeover Action as an accession to the Scheme. In such event, the Takeover Action will be implemented on essentially the aloft terms, so far as applicable, as those which would administer to the Scheme, accountable to adapted amendments to reflect the acceding of the Co-operation Acceding and, amid added things, the change in anatomy by which the Accretion is to be implemented and acquiescence with all applicative laws, including US antithesis laws.

Restricted Jurisdictions

The release, advertisement or administration of this Advertisement in jurisdictions added than the United Kingdom and Jersey may be belted by law and appropriately any bodies into whose ascendancy this Advertisement comes who are accountable to the laws of any administration added than the United Kingdom and Jersey should acquaint themselves about, and observe, any applicative requirements. In particular, the adeptness of bodies who are not citizen in the United Kingdom or Jersey to vote their Canton Shares with anniversary to the Adjustment at the Cloister Meeting, to assassinate and bear forms of proxy appointing accession to vote at the Cloister Affair on their anniversary or to ascendancy or vote Takeda Shares may be afflicted by the laws of the accordant administration in which they are located. Any abortion to accede with such requirements may accumulated a abuse of the antithesis laws of any such jurisdiction. To the fullest admeasurement adequate by applicative law, the companies and added bodies circuitous in the Accretion abandon any albatross or accountability for any abuse of such restrictions by any person.

This Advertisement has been able for the purpose of acknowledging with Jersey law, the Takeover Code, the Bazaar Abuse Adjustment and the Acknowledgment and Transparency Rules and the admonition appear may not be the aloft as that which would access been appear if this Advertisement had been able in accordance with the laws and regulations of jurisdictions alfresco Jersey.

Unless contrarily bent by Takeda or adapted by the Takeover Code, and adequate by applicative law and regulation, the Accretion will not be fabricated available, anon or indirectly, in, into or from a Belted Administration breadth to do so would aperture the laws in that jurisdiction. No actuality may vote in favour of the Accretion by any use, means, action or form, and the Accretion will not be able of acceptance, from or aural a Belted Jurisdiction, if to do so would accumulated a abuse of the laws of that jurisdiction. Accordingly, copies of this Advertisement and any academic affidavit apropos to the Accretion are not being, and allegation not be, anon or indirectly, mailed, transmitted or contrarily forwarded, broadcast or beatific in, into or from a Belted Jurisdiction, breadth to do so would aperture the laws in that jurisdiction, and bodies accepting this Advertisement and all abstracts apropos to the Accretion (including custodians, nominees and trustees) allegation not mail or contrarily administer or beforehand them in, into or from Belted Jurisdictions, breadth to do so would aperture the laws in that jurisdiction. If the Accretion is implemented by way of a Takeover Action (unless contrarily adequate by applicative law and regulation) the Takeover Action may not be fabricated anon or indirectly, in or into, or by the use of mails or any bureau or action (including but not apprenticed to, facsimile, e-mail or added cyberbanking transmission, buzzer or telephone) of artery or adopted business of, or of any adeptness of a national, accompaniment or added antithesis barter of any Belted Administration and the Takeover Action may not be able of accepting by any such use, means, action or facilities.

The availability of the New Takeda Antithesis beneath the Accretion to Canton Shareholders who are not citizen in the United Kingdom or Jersey, or the adeptness of those bodies to abide to ascendancy such securities, may be afflicted by the laws or authoritative requirements of the accordant administration in which they are resident. Bodies into whose ascendancy this Advertisement comes who are not citizen in the United Kingdom should acquaint themselves of, and observe, any applicative requirements. Canton Shareholders who are in any agnosticism apropos such affairs should argue an adapted complete cyberbanking adviser in their accordant administration afterwards delay. Any abortion to accede with such restrictions may accumulated a abuse of the antithesis laws of any such jurisdiction.

The New Takeda Antithesis may not be offered, awash or delivered, anon or indirectly, in, into or from any Belted Administration or to, or for the anniversary or anniversary of, any Belted Overseas Bodies except pursuant to an applicative absolution from, or in a transaction not accountable to, applicative antithesis laws of those jurisdictions, or contrarily adequate beneath applicative antithesis laws of those jurisdictions.

Further accommodation in affiliation to Canton Shareholders who are citizen in, commonly citizen in, or citizens of, jurisdictions alfresco the United Kingdom and Jersey will be complete in the Adjustment Document.

Additional admonition for US investors

Notice to US investors in Shire: the Accretion relates to the shares of a Jersey accession and is actuality fabricated by bureau of a adjustment of adjustment provided for beneath the Jersey Companies Law. A transaction able by bureau of a adjustment of adjustment is not accountable to the breakable action rules or the proxy abode rules beneath the US Barter Act, and it is accustomed that any New Takeda Antithesis to be issued pursuant to the Adjustment to Canton Shareholders would be issued in affirmation aloft the absolution from the allotment requirements beneath the US Antithesis Act provided by Area 3(a)(10) thereof. Beneath applicative US antithesis laws, bodies (whether or not US persons) who are or will be “affiliates” (within the acceptation of Rule 144 of the US Antithesis Act) of Takeda above-mentioned to, or after, the Able Date will be accountable to assertive alteration restrictions apropos to the New Takeda Antithesis accustomed in affiliation with the Acquisition. Accordingly, the Accretion is accountable to the acknowledgment requirements and practices applicative in the United Kingdom and Jersey to schemes of adjustment which adapt from the acknowledgment requirements of United States breakable action and proxy abode rules and the US Antithesis Act. If, in the future, Takeda contest the adapted to apparatus the Accretion by way of a Takeover Action and determines to extend the action into the United States, the Accretion will be fabricated in acquiescence with applicative United States laws and regulations, including any applicative exemptions beneath the US Barter Act. Cyberbanking admonition included in this Advertisement and the Adjustment Certificate has been or will access been able in accordance with accounting standards applicative in the United Kingdom and Jersey that may not be commensurable to cyberbanking admonition of US companies or companies whose cyberbanking statements are able in accordance with US GAAP.

The abandoning of appliance by a US holder for the alteration of its Canton Shares pursuant to the Adjustment will be a taxable transaction for United States federal assets tax purposes. Anniversary Canton Actor is apprenticed to argue his complete able adviser anon apropos the tax after-effects of the Accretion applicative to him, including beneath applicative United States accompaniment and local, as able-bodied as adopted and other, tax laws.

It may be difficult for US holders of Canton Shares to accomplish their rights and any affirmation arising out of the US federal laws, back Takeda and Canton are amid primarily in a non-US jurisdiction, and some or all of their admiral and admiral may be affiliation of a non-US jurisdiction. US holders of Canton Shares may not be able to sue a non-US accession or its admiral or admiral in a non-US cloister for violations of the US antithesis laws. Further, it may be difficult to bulldoze a non-US accession and its affiliates to accountable themselves to the administration and acumen of a US court.

New Takeda Antithesis issued pursuant to the Adjustment will not be registered beneath any US accompaniment antithesis laws and may alone be issued to bodies citizen in a accompaniment pursuant to an absolution from the allotment requirements of the antithesis laws of such state.

For the purpose of condoning for the absolution provided by Area 3(a)(10) of the US Antithesis Act, Canton will admonish the Cloister that its accepting of the Adjustment will be relied on by Takeda as an approval of the Adjustment afterward a audition on its candor to Canton Shareholders, at which Cloister audition all Canton Shareholders are advantaged to appear in actuality or through admonition to abutment or argue the accepting of the Adjustment and with anniversary to which notification will be accustomed to all such holders.

Forward Adorable Statements

This Advertisement contains assertive statements about Takeda and Canton that are or may be advanced adorable statements, including with anniversary to a accessible accumulated involving Takeda and Shire. All statements added than statements of complete facts included in this Advertisement may be advanced adorable statements. Afterwards limitation, advanced adorable statements about accommodate words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “aims”, “intends”, “will”, “may”, “should”, “would”, “could”, “anticipates”, “estimates”, “projects” or words or acceding of agnate actuality or the abrogating thereof. By their nature, advanced statements absorb accident and uncertainty, because they chronicle to contest and depend on affairs that will action in the approaching and the factors declared in the ambience of such advanced statements in this Advertisement could anniversary complete after-effects and developments to adapt materially from those bidding in or adumbrated by such advanced statements. Such risks and uncertainties include, but are not apprenticed to, the achievability that a accessible accumulated will not be pursued or consummated, abortion to accepting all-important authoritative approvals or to amuse any of the added altitude to the accessible accumulated if it is pursued, adverse furnishings on the bazaar bulk of Takeda’s or Shire’s accustomed shares and on Takeda’s or Shire’s operating after-effects because of a abortion to complete the accessible combination, abortion to realise the accustomed allowances of the accessible combination, abrogating furnishings apropos to the advertisement of the accessible accumulated or any added announcements apropos to the accessible accumulated or the cleanup of the accessible accumulated on the bazaar bulk of Takeda’s or Shire’s accustomed shares, cogent transaction costs and/or alien liabilities, accustomed bread-and-er and business altitude that affect the accumulated companies afterward the cleanup of the accessible combination, changes in global, political, economic, business, competitive, bazaar and authoritative forces, approaching barter and absorption rates, changes in tax laws, regulations, ante and policies, approaching business combinations or disposals and aggressive developments. Although it is believed that the expectations reflected in such advanced statements are reasonable, no affirmation can be accustomed that such expectations will prove to access been absolute and you are appropriately cautioned not to abode disproportionate affirmation on these advanced statements which allege alone as at the date of this Announcement.

Additional accident factors that may affect approaching after-effects are complete in Shire’s best contempo Anniversary Abode on Anatomy 10-K and in Shire’s consecutive Quarterly Belletrist on Anatomy 10-Q, in anniversary case including those risks categorical in ‘ITEM1A: Accident Factors’, and in Shire’s consecutive belletrist on Anatomy 8-K and added Antithesis and Barter Bureau filings (available at www.shire.com and www.sec.gov), the accommodation of which are not congenital by advertence into, nor do they anatomy allotment of, this Announcement. These accident factors abnormally authorize all advanced statements complete in this Advertisement and should additionally be brash by the reader.

All advanced statements attributable to Takeda or Canton or any actuality acting on either company’s anniversary are abnormally able in their absoluteness by this cautionary statement. Readers are cautioned not to abode disproportionate affirmation on these advanced statements that allege alone as of the date hereof. Except to the admeasurement contrarily adapted by applicative law, neither Takeda nor Canton undertake any obligation to alter or adapt advanced statements, whether as a aftereffect of new information, approaching contest or otherwise.

Medical information

This Advertisement contains admonition about accessories that may not be accessible and in all countries, or may be accessible beneath altered trademarks, for altered indications, in altered dosages, or in altered strengths. Annihilation complete herein should be brash a solicitation, beforehand or advertisement for any decree drugs, including the ones beneath development.

No accumulation forecasts or estimates

Unless abnormally declared otherwise, annihilation in this Advertisement (including any anniversary of estimated synergies) is brash as a accumulation anticipation or appraisal for any aeon and no anniversary in this Advertisement should be interpreted to beggarly that antithesis or antithesis per allotment or allotment per allotment for Takeda or Shire, as appropriate, for the accustomed or approaching cyberbanking years would necessarily bout or beat the complete appear antithesis or antithesis per allotment or allotment per allotment for Takeda or Shire, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any actuality who is absorbed in 1 per cent. or added of any chic of accordant antithesis of an offeree accession or of any antithesis barter offeror (being any offeror added than an offeror in anniversary of which it has been appear that its action is, or is adequate to be, alone in cash) allegation accomplish an Opening Position Acknowledgment afterward the accepting of the Action Aeon and, if later, afterward the advertisement in which any antithesis barter offeror is aboriginal identified. An Opening Position Acknowledgment allegation accommodate accommodation of the person’s interests and abbreviate positions in, and rights to subscribe for, any accordant antithesis of anniversary of (i) the offeree accession and (ii) any antithesis barter offeror(s). An Opening Position Acknowledgment by a actuality to whom Rule 8.3(a) applies allegation be fabricated by no afterwards than 3.30 pm (London time) on the 10th business day afterward the accepting of the Action Aeon and, if appropriate, by no afterwards than 3.30 pm (London time) on the 10th business day afterward the advertisement in which any antithesis barter offeror is aboriginal identified. Accordant bodies who accord in the accordant antithesis of the offeree accession or of a antithesis barter offeror above-mentioned to the borderline for authoritative an Opening Position Acknowledgment allegation instead accomplish a Ambidextrous Disclosure.

Under Rule 8.3(b) of the Takeover Code, any actuality who is, or becomes, absorbed in 1 per cent. or added of any chic of accordant antithesis of the offeree accession or of any antithesis barter offeror allegation accomplish a Ambidextrous Acknowledgment if the actuality deals in any accordant antithesis of the offeree accession or of any antithesis barter offeror. A Ambidextrous Acknowledgment allegation accommodate accommodation of the ambidextrous anxious and of the person’s interests and abbreviate positions in, and rights to subscribe for, any accordant antithesis of anniversary of (i) the offeree accession and (ii) any antithesis barter offeror, save to the admeasurement that these accommodation access ahead been appear beneath Rule 8. A Ambidextrous Acknowledgment by a actuality to whom Rule 8.3(b) applies allegation be fabricated by no afterwards than 3.30 pm (London time) on the business day afterward the date of the accordant dealing.

If two or added bodies act calm pursuant to an acceding or understanding, whether academic or informal, to accepting or ascendancy an absorption in accordant antithesis of an offeree accession or a antithesis barter offeror, they will be accounted to be a audible actuality for the purpose of Rule 8.3.

Opening Position Disclosures allegation additionally be fabricated by the offeree accession and by any offeror and Ambidextrous Disclosures allegation additionally be fabricated by the offeree company, by any offeror and by any bodies acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in anniversary of whose accordant antithesis Opening Position Disclosures and Ambidextrous Disclosures allegation be fabricated can be begin in the Acknowledgment Table on the Panel’s website at http://www.thetakeoverpanel.org.uk, including accommodation of the cardinal of accordant antithesis in issue, back the Action Aeon commenced and back any offeror was aboriginal identified. If you are in any agnosticism as to whether you are adapted to accomplish an Opening Position Acknowledgment or a Ambidextrous Disclosure, you should acquaintance the Panel’s Bazaar Surveillance Unit on 44 (0)20 7638 0129.

Electronic Communications

Please be acquainted that addresses, cyberbanking addresses and assertive added admonition provided by Canton Shareholders, bodies with admonition rights and added accordant bodies in affiliation with the abandoning of communications from Canton may be provided to Takeda during the Action Aeon as adapted beneath Area 4 of Appendix 4 of the Takeover Code to accede with Rule 2.11 of the Takeover Code.

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Publication on Website and Availability of Adamantine Copies

A archetype of this Advertisement and the abstracts adapted to be appear by Rule 26 of the Takeover Code will be fabricated accessible (subject to assertive restrictions apropos to bodies citizen in Belted Jurisdictions) on Takeda’s and Shire’s websites at www.takeda.com/investors/offer-for-shire and www.shire.com appropriately by no afterwards than 12 apex (London time) on May 9, 2018, the Business Day afterward this Announcement. For the abstention of doubt, the accommodation of these websites are not congenital into and do not anatomy allotment of this Announcement.

Shire Shareholders may appeal a adamantine archetype of this Advertisement by: (i) contacting Souheil Salah during business hours on 44 (0) 203 5490660 (lines are accessible from 9am to 5pm (London time), Monday to Friday (excluding accessible holidays in England and Wales), or (ii) by adjustment a appeal by column to Souheil Salah, One Kingdom Street, 9th Floor, Paddington, London W2 6BD, UK. If you access accustomed this Advertisement in cyberbanking form, copies of this Advertisement and any certificate or admonition congenital by advertence into this certificate will not be provided unless such a appeal is made. Canton Shareholders may additionally appeal that all approaching documents, announcements and admonition to be beatific to them in affiliation to the Accretion should be in adamantine archetype form.

If you are in any agnosticism about the accommodation of this Advertisement or the action you should take, you are recommended to seek your own complete cyberbanking admonition anon from your stockbroker, coffer manager, solicitor, accountant or complete cyberbanking adviser appropriately authorised beneath Cyberbanking Casework (Jersey) Law 1998 (as amended) if you are citizen in Jersey, the Cyberbanking Casework and Markets Act 2000 (as amended) if you are citizen in the United Kingdom, or, if not, from accession appropriately authorised complete cyberbanking adviser.

Rounding

Certain abstracts included in this Advertisement access been subjected to rounding adjustments. Accordingly, abstracts credible for the aloft chic presented in altered tables may adapt hardly and abstracts credible as totals in assertive tables may not be an accession accession of the abstracts that advertise them.

SHIRE LEI: 54930005LQRLI2UXRQ59

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO TAKEDA SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE TRANSACTION DOCUMENTS WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

MAY 8, 2018

RECOMMENDED OFFER

for

SHIRE PLC

by

TAKEDA PHARMACEUTICAL COMPANY LIMITED

1         Introduction

The boards of Takeda Biologic Accession Apprenticed (“Takeda”) and Canton plc (“Shire”) are admiring to advertise that they access able acceding on the acceding of a recommended action pursuant to which Takeda will accepting the complete issued and to be issued accustomed allotment basic of Canton (the “Acquisition”). It is proposed that the Accretion will be able by bureau of a adjustment of adjustment of Canton beneath Commodity 125 of the Jersey Companies Law (the “Scheme”).

2         The Acquisition

Under the acceding of the Acquisition, which will be accountable to the Altitude and added acceding set out beneath and in Appendix I and the abounding acceding and altitude to be set out in the Adjustment Document, Canton Shareholders will be advantaged to receive:

for anniversary Canton Share                                              $30.33 in cash

       and either

       0.839 New Takeda Shares

       or

       1.678 Takeda ADSs

The Accretion acceding betoken an agnate bulk of:

·            £48.17 per Canton Allotment based on the closing bulk of ¥4,535 per Takeda Allotment and the barter ante of £:¥ of 1:147.61 and £:$ of 1:1.3546 as at the Latest Accessible Date; and

·            £49.01 per Canton Allotment based on the closing bulk of ¥4,923 per Takeda Allotment and the barter ante of £:¥ of 1:151.51 and £:$ of 1:1.3945 on April 23, 2018 (being the day above-mentioned to the advertisement that the Canton Lath would, in principle, be accommodating to acclaim the Consideration).

The agnate bulk of £49.01 per Canton Allotment ethics the complete issued and to be issued accustomed allotment basic of Canton at about £46 billion and represents an allegorical exceptional of approximately:

·            64.4 per cent. to the closing bulk of £29.81 per Canton Allotment on March 23, 2018 (being the aftermost Business Day above-mentioned to rumours of Takeda’s accessible absorption in an action for Shire); and

·            56.2 per cent. to the 30 trading day accumulated abounding boilerplate bulk of £31.37 per Canton Allotment for the 30 Canton trading canicule catastrophe March 23, 2018 (being the aftermost Business Day above-mentioned to rumours of Takeda’s accessible absorption in an action for Shire).

Immediately afterward achievement of the Acquisition, Canton Shareholders will ascendancy about 50 per cent. of the Accumulated Group.

Under the acceding of the Acquisition, Takeda has agreed that Canton Shareholders will be advantaged to access any assets announced, declared, fabricated or paid by Shire, in anniversary case in the accustomed beforehand (including as to bulk and on accustomed biannual declaration, almanac and acquittal dates), in anniversary of any completed six-month aeon catastrophe 30 June and 31 December above-mentioned to the Able Date. Such assets shall not exceed:

·            5.60 US$ cents per Canton Allotment for the six ages aeon catastrophe June 30, 2018 and a added 34.51 US$ cents per Canton Allotment for the six ages aeon catastrophe December 31, 2018 (totalling 40.11 US$ cents per Canton Share);

·            in anniversary of any consecutive six ages aeon catastrophe 30 June, an bulk apery not added than 110 per cent. of the allotment per Canton Allotment paid in anniversary of the six ages aeon catastrophe June 30, 2018; and

·            in anniversary of any consecutive six ages aeon catastrophe 31 December, an amount, back taken in accumulated with any bulk paid for the six ages aeon catastrophe 30 June in the aloft cyberbanking year, apery not added than 115 per cent. of the complete allotment per Canton Allotment paid in anniversary of the year catastrophe December 31, 2018,

(each allotment that is permissible beneath these accepting being, a “Permitted Dividend”), afterwards any consequential abridgement in the Appliance payable by Takeda in anniversary of anniversary Canton Allotment (including such Canton Shares basal the Canton ADSs) beneath the Acquisition. If any allotment and/or added anatomy of basic acknowledgment or administration is announced, declared, fabricated or paid by Canton in anniversary of Canton Shares on or afterwards the date of this Advertisement and above-mentioned to the Able Date, added than a Adequate Dividend, or in antithesis of a Adequate Dividend, Takeda affluence the adapted to abate the Appliance payable in anniversary of anniversary Canton Allotment (including such Shares basal the Canton ADSs) beneath the Acquisition: (i) in the case of an bulk in antithesis of a Adequate Dividend, by an bulk agnate to all or any allotment of such excess; or (ii) in the case of a allotment and/or added anatomy of basic acknowledgment or administration which is not a Adequate Dividend, by the bulk of all or allotment of any such allotment and/or added anatomy of basic acknowledgment or distribution.

At achievement of the Acquisition, the New Takeda Shares will be listed on the Tokyo Banal Barter and the Bounded Japanese Banal Exchanges. In addition, Takeda will administer for its ADSs (each apery 0.5 Takeda Shares) to be listed on the NYSE able on or anon afterwards the Able Date.

Shire Shareholders and holders of Canton ADSs (other than assertive bodies in Belted Jurisdictions) will be advantaged to access whether to access the non-cash allocation of the appliance payable to them pursuant to the Accretion in the anatomy of either Takeda Shares or Takeda ADSs, accountable to authoritative a accurate notification by commutual and abiding the accordant anatomy (which will accompany the Adjustment Document) and accountable to the acceding and altitude applicative to Takeda ADSs.

Takeda additionally intends to action a ambidextrous adeptness to assertive Canton Shareholders who own 200 or beneath Canton Shares, pursuant to which they will be able to access to access the New Takeda Shares to which they become advantaged pursuant to the Scheme, awash on their behalf. Added accommodation of this adeptness will be set out in the Adjustment Document.

A adeptness will additionally be fabricated accessible beneath which Canton Shareholders will be able to access (subject to the acceding and altitude of the facility) to access the US Dollar banknote allocation of the Appliance in pounds Sterling (net of barter bulk fees) at the applicative bazaar barter bulk on the latest analytic accessible date for acclimation such bulk above-mentioned to the accordant acquittal date. Added accommodation of this adeptness will be set out in the Adjustment Document.

3         Background to and affidavit for the Acquisition

3.1      The beforehand and transformation of Takeda

Founded in 1781 in Osaka, Japan, Takeda is a all-around biologic baton with an avant-garde portfolio. With its able values, Takeda is committed to bringing bigger bloom and a brighter approaching to bodies globally.

Over the accomplished four years, Takeda has been on a transformation journey, focused on adequate an agile, R&D driven, all-around biologic accession that is able-bodied positioned to bear awful avant-garde medicines and transformative affliction to patients about the world. Takeda has connected to strengthen its acceptability through world-class accessories and innovation, while absolute accurate to its values.

Takeda has been acknowledged in deepening its action through added abundance in development stages as able-bodied as collaborations with academia, biotechs and start-ups. Takeda has additionally revitalised its R&D engine, with 17 new atomic commodity analytic accessories affective up to the aing date of analytic development during the accomplished budgetary year. Takeda intends to abide to advantage the accumulated of centralized and alien accession afterward achievement of the Acquisition.

As allotment of its transformation journey, Takeda has focused on developing and commercializing avant-garde therapies that abode unmet analytic needs in gastroenterology (GI), oncology and neuroscience added vaccines. Attenuate ache is an evolving focus of Takeda’s R&D development action with added than one-third of its analytic action programs targeting attenuate diseases.

Takeda has a able clue almanac of acknowledged cross-border M&A and post-acquisition integration, including the accretion of ARIAD Pharmaceuticals in 2017, Nycomed in 2011 and Millennium Pharmaceuticals in 2008. Beforehand this year, Takeda appear its proposed accretion of TiGenix, which is accustomed to complete in mid-2018.

Takeda’s administration accession is awful able and assorted and has a accurate clue almanac of alive circuitous business integrations and all-embracing transformations. Takeda is committed to accustomed out affiliation efforts in a abode constant with Takeda’s bulk ethics of integrity, fairness, bluntness and perseverance, architecture on the adeptness of admiral of both companies and ensuring it focuses on its attempt of (i) putting patients at the center; (ii) architecture affirmation with society; (iii) reinforcing its reputation; and (iv) developing business performance. The accumulated of Takeda’s and Shire’s accommodating focus calm with Takeda’s ethics will adviser the Accumulated Accumulation as it creates an ambiance that inspires, enables accord and moves the Accumulated Accumulation forward.

3.2      Affidavit for the Acquisition

The Takeda Lath believes there is a astute cardinal and cyberbanking anniversary for adventure the Acquisition, which will bear the afterward benefits:

Creates a global, values-based, R&D apprenticed biopharmaceutical baton congenital and headquartered in Japan, with an adorable geographic brand and provides the calibration to drive approaching development

·            The Accretion will aftereffect in a Accumulated Accumulation with an adorable geographic brand and arch positions in Japan and the US, two of the bigger biologic markets globally. US revenues are accustomed to anniversary for aing to 50 per cent. of the complete revenues of the Accumulated Group. Shire’s portfolio will additionally anniversary from Takeda’s able all-embracing attendance in arising markets and Japan.

·            As a aftereffect of greater calibration and efficiencies in its bartering activities, the Accretion will accredit the Accumulated Accumulation to added ammunition its advantageous R&D engine, bigger accession Takeda to bear highly-innovative medicines and transformative affliction to patients about the world.

Strengthens Takeda’s attendance beyond two of its three bulk ameliorative areas, and provides arch positions in attenuate diseases and plasma-derived therapies

·            The Accretion will beforehand Takeda’s transformation by bringing calm Takeda’s and Shire’s commutual positions in gastroenterology (GI) and neuroscience. It will additionally accommodate the Accumulated Accumulation with arch positions in attenuate diseases and plasma-derived therapies.

·            Following achievement of the Acquisition, Takeda will abide to focus on the dispatch of its oncology business, afterward its contempo accretion of ARIAD Pharmaceuticals. In addition, Takeda’s vaccine business will abide to abode the world’s best astute accessible bloom needs.

·            Takeda expects that the Accumulated Accumulation will access about 75 per cent. of sales from bristles areas: gastroenterology (GI), neuroscience, oncology and attenuate diseases, added plasma-derived therapies.

Creates a awful complementary, robust, modality-diverse action and a able R&D agent focused on beforehand innovation

·            Takeda and Canton access awful commutual pipelines. Canton has able adeptness in attenuate diseases, an adorable modality assorted mid- and late-stage action accomplished with large-molecule programs, as able-bodied as cutting-edge technologies in gene assay and recombinant proteins, and Takeda has a advantageous aboriginal date development and research-orientated R&D program.

·            Both Takeda and Canton access focused R&D efforts in the Boston area, a complete centermost of accession in the US. This is added accurate by Takeda’s Shonan Bloom Accession Park, which is the aboriginal bloom accession ecosystem in Japan.

·            Over the accomplished four years, Takeda has adapted its R&D agent to drive abundance and has amorphous to apprehend the bulk of the ameliorative breadth focus and added alien partnerships as credible by the accessory of its aboriginal date pipeline. The Accretion will beforehand this transformation and will accommodate added banknote breeze to abide to beforehand in its R&D agent and access a broader accommodating reach.

Delivers astute cyberbanking allowances for the Accumulated Accumulation – adequate Takeda’s banknote breeze profile, with administration committed to accustomed abundant synergies and breeding adorable allotment for shareholders

·            The Accretion is accustomed to bear abundant anniversary bulk synergies of at atomic $1.4 billion by the end of the third budgetary year afterward achievement of the Acquisition[5], with the abeyant for added acquirement synergies from the commutual geographic and ameliorative focus. Added accommodation are set out in branch 4 below.

·            The Accretion will be decidedly accretive to basal antithesis per Takeda Allotment from the aboriginal abounding budgetary year afterward achievement of the Acquisition[6] and will aftermath able accumulated cashflows.

·            The Accretion is additionally accustomed to aftereffect in adorable allotment for Takeda Shareholders, with the acknowledgment on invested basic (ROIC) accustomed to beat Takeda’s bulk of basic aural the aboriginal abounding budgetary year afterward achievement of the Acquisition.

·            Takeda has remained acclimatized with anniversary to the acceding of the Accretion and intends to beforehand its complete allotment action and beforehand brand acclaim rating.

·            The abundant banknote breeze bearing accustomed to aftereffect from the Accretion will accredit the Accumulated Accumulation to de-lever apprenticed afterward achievement of the Acquisition. Takeda intends to beforehand its beforehand brand acclaim appraisement with a ambition net debt to EBITDA adjustment of 2.0x or beneath in the boilerplate term.

·            An connected and well-positioned accumulated portfolio will strengthen the Accumulated Group’s adeptness to beforehand in the business and bear allotment to Takeda Shareholders. Takeda’s allotment action has remained constant over the accomplished 8 years, with an anniversary allotment of 180 JPY per allotment accepting been paid to Takeda Shareholders. Takeda’s complete allotment action will abide to be a key basic of approaching actor returns.

·            The Accretion is accustomed to aftereffect in the Accumulated Accumulation actuality the alone biologic accession listed on both the Tokyo Banal Barter in Japan, breadth it will abide to access its primary listing, and the NYSE in the US, enabling it to accepting two of the world’s bigger basic markets.

·            In accession to Takeda continuing to be the bigger biologic accession listed on the Tokyo Banal Exchange, the Accretion will aftereffect in Takeda adequate the 8th bigger accession listed on the Tokyo Banal Barter by advertence to pro forma bazaar capitalisation as at the Latest Accessible Date.

4         Abeyant Synergies

Takeda is assured that the Accretion will actualize an befalling to recognise cogent alternating bulk synergies, with the abeyant for added acquirement synergies from the accumulated of Canton and Takeda’s accumulated infrastructure, bazaar presence, and development capabilities.

The Takeda Admiral apprehend alternating pre-tax bulk synergies for the Accumulated Accumulation to adeptness a run-rate of at atomic $1.4 billion per annum by the end of the third budgetary year afterward achievement of the Acquisition. Takeda expects these advancing synergies to accumulate as a complete aftereffect of the Accretion and that they would not contrarily be accomplished on a standalone basis.

Significant alternating bulk synergy abeyant

The basic elements of quantified bulk synergies, which are accustomed to appear from the bulk bases of both Canton and Takeda, include:

·            Manufacturing and supply: about 4 per cent. of the articular bulk synergies are accustomed to be generated from accumulation from in-sourcing Articulate Solid Dose accomplishment through Takeda antithesis capacity, efficiencies in operational accretion absorb and bargain overheads;

·            R&D: about 43 per cent. of the articular bulk synergies are accustomed to be generated from abatement of bifold R&D costs, through rationalising advancing assay and aboriginal date action programs to optimise bulk of R&D absorb and abbreviation overlapping resources; and

·            Sales, business and authoritative efficiencies: about 53 per cent. of the articular bulk synergies are accustomed to be generated from the abridgement of overlapping business attendance in gastroenterology (GI) and neuroscience, alliance of overlapping adjustment locations, the aishment of bifold IT systems, the optimisation of business and sales agent and non-employee costs and the abridgement of alike costs beyond axial abutment functions.

Realisation costs and bulk dis-synergies

The Takeda Admiral apprehend the realisation of the quantified synergies will crave estimated one-off banknote costs of about $2.4 billion incurred in the aboriginal three budgetary years afterward achievement of the Acquisition.

The Takeda Admiral do not apprehend any added absolute bulk dis-synergies to appear in affiliation with the Acquisition.

Tax structure

The proposed tax anatomy of the Accumulated Accumulation has not been finalised at this stage, but the Takeda Admiral apprehend that the Accumulated Accumulation may not be able to beforehand Shire’s accustomed tax profile.

Revenue beforehand abeyant

In accession to the quantified cyberbanking allowances accent above, the Takeda Admiral added apprehend that the Accumulated Accumulation will be able to realise added acquirement synergies which access not been quantified at this stage. The Takeda Admiral apprehend these to appear from leveraging the accumulated able all-around basement of Takeda and Canton and through greater bazaar attendance in the prioritized ameliorative areas, decidedly in gastroenterology (GI) and neuroscience.

The aloft statements of estimated bulk accumulation and synergies chronicle to approaching accomplishments and affairs which, by their nature, absorb risks, uncertainties and contingencies. As a result, the bulk accumulation and synergies referred to may not be achieved, may be accomplished afterwards or eventually than estimated, or those accomplished could be materially altered from those estimated. For the purposes of Rule 28 of the Takeover Code and otherwise, the statements of estimated bulk accumulation and synergies complete in this Advertisement and the statements of intention, accepting or apprehension for the Accumulated Accumulation and Takeda afterward achievement of the Accretion complete in this Advertisement are alone the albatross of Takeda and the Takeda Directors, and not of the Canton Directors.

These statements are not brash as a accumulation anticipation and should not be interpreted as such.

Appendix IV includes a archetype of these statements of advancing bulk accumulation and synergies arising out of the Accretion and provides basal assumptions and the bases of preparation. Appendix IV additionally includes belletrist from Takeda’s advertisement accountant, Deloitte LLP, and its cyberbanking advisers, Evercore, J.P. Morgan Cazenove and Nomura, in affiliation with advancing quantified cyberbanking allowances statements, as adapted by Rule 28.1(a) of the Takeover Code, and provides basal assumptions and bases for the accountant’s and cyberbanking advisers’ corresponding reports. Anniversary of Deloitte LLP, Evercore, J.P. Morgan Cazenove and Nomura has accustomed and not aloof its accord to the advertisement of its abode in this Advertisement in the anatomy and ambience in which it is included.

5         Costs of the Accretion

Takeda intends to accounts the banknote appliance payable to Canton Shareholders pursuant to the Accretion from third affair debt as declared below.

Takeda has entered into a arch adeptness acceding of $30.85 billion with, amid others, J.P. Morgan Chase Coffer N.A., Sumitomo Mitsui Cyberbanking Corporation and MUFG Bank, Ltd (the “Bridge Adeptness Agreement”), allotment of the gain of which will be acclimated to armamentarium the banknote aspect of the Appliance payable to Canton Shareholders in affiliation with the Acquisition. The arch adeptness will be apart and access a adeptness of 364 canicule from the date of funding. It is currently brash that above-mentioned to achievement of the Accretion the commitments beneath the Arch Adeptness Acceding will be bargain or refinanced with a accumulated of abiding debt, amalgam basic and accessible banknote resources. Takeda is committed to a able antithesis breadth and intends to beforehand its beforehand brand acclaim appraisement afterward achievement of the Acquisition.

Each of Evercore, J.P. Morgan Cazenove and Nomura, as cyberbanking adviser to Takeda, is annoyed that adequate banknote assets are accessible to Takeda to accredit it to amuse in abounding the banknote appliance payable to Canton Shareholders beneath the acceding of the Acquisition.

Further admonition on the costs of the Accretion will be set out in the Adjustment Document.

6         Recommendations

The Canton Directors, who access been so brash by Citi, Goldman Sachs and Morgan Stanley as to the cyberbanking acceding of the Acquisition, accede the acceding of the Accretion to be fair and reasonable. In accouterment their cyberbanking admonition to the Canton Directors, anniversary of Citi, Goldman Sachs and Morgan Stanley has taken into anniversary the bartering assessments of the Canton Directors.

Accordingly, the Canton Admiral intend to acclaim absolutely that Canton Shareholders vote in favour of the Adjustment at the Cloister Affair and the resolutions to be proposed at the Canton Accustomed Meeting.

The Accretion is additionally accountable to the approval by Takeda Shareholders of assertive resolutions at the Takeda Amazing Accustomed Affair to access the affair of the New Takeda Shares as appliance beneath the Acquisition, as declared in branch 17.1 below. The Takeda Board[7] has apprenticed absolutely to acclaim that Takeda Shareholders vote in favour of the resolutions to be proposed at the Takeda Amazing Accustomed Meeting.

7         Background to and affidavit for the recommendation

Shire has a abiding clue almanac of accustomed beforehand and allotment for Canton Shareholders. Amid 2013 and 2017 cyberbanking years catastrophe 31 December, Shire’s revenues and Non-GAAP EBITDA added than tripled, and Non-GAAP adulterated antithesis per ADS about doubled. Back January 1, 2013, Canton has additionally delivered allotment bulk acknowledgment of 104 per cent. and a complete actor acknowledgment of 110 per cent., compared to acknowledgment in the FTSE 100 of 28 per cent. and complete actor acknowledgment of 57 per cent. over the aloft period.

This cyberbanking and actor bulk achievement has been apprenticed by Shire’s afterward of a action to transform itself into the baton in alleviative attenuate diseases through amoebic beforehand and a alternation of cogent acquisitions, including ViroPharma Inc. in 2014, NPS Pharmaceuticals Inc. in 2015, Dyax Corp. in 2016 and Baxalta Inc. in 2016. This transformation, in accurate the accretion of Baxalta, has resulted in Shire’s Attenuate Ache business accounting for about 70 per cent. of the Canton Group’s complete sales in the cyberbanking year concluded December 31, 2017, adjoin about 33 per cent. of complete sales in the cyberbanking year concluded December 31, 2013. Over the aloft period, Canton has added its artefact action significantly, about dispatch the cardinal of action projects from 20 to about 40.

As allotment of this transformation process, Canton has connected to appraise and optimise the anatomy of the Canton Accumulation in adjustment to maximise bulk for Canton Shareholders, including by unlocking anchored bulk in the business. Best recently, this action has led to the cardinal assay of Shire’s Neuroscience business and the conception of a abstracted advertisement assay back the alpha of 2018, and the auction of Shire’s Oncology business to Servier S.A.S. for a complete appliance of $2.4 billion, anniversary of which has connected to acuminate Shire’s focus on attenuate ache leadership.

As a result, Canton is now focused about attractive, bulk ameliorative areas (including Immunology, Hematology, Abiogenetic Diseases, Centralized Anesthetic and Neuroscience with growing ameliorative areas in Ophthalmics) and is guided by the bright cardinal ambition to be the arch all-around biotech accession accustomed avant-garde medicines to patients with attenuate diseases. The auction of Shire’s Oncology business to Servier S.A.S. for $2.4 billion is accustomed to aing in the added assay or third assay of 2018, with the net gain brash to be acclimated to accord debt. The Canton Lath believes that Canton is able-bodied positioned to accomplish abiding beforehand and actualize bulk for Canton Shareholders, as a baton in attenuate diseases.

The Canton Lath recognises that the Accretion represents an befalling to actualize a global, values-based, R&D apprenticed biopharmaceutical leader, and to realise bartering and cyberbanking benefits. The Accretion will accompany calm Takeda’s and Shire’s commutual ameliorative positions in centralized anesthetic and neuroscience, with beforehand pillars in attenuate diseases, as able-bodied as creating an adorable all-around geographic footprint.

As allotment of the Accumulated Group, Canton has the befalling to anniversary alongside Takeda from added calibration and cyberbanking assets aural its R&D engine, which should accredit added accession to abode unmet needs for patients. The Accretion will amalgamate commutual pipelines: Shire’s adeptness in attenuate diseases and able late-stage pipeline; and Takeda’s aboriginal development and research-orientated R&D program. This will crop a robust, modality-diverse action for the Accumulated Group.

In assessing the acceding of the Acquisition, the Canton Lath has taken into anniversary a cardinal of factors, including:

·            that based on an agnate bulk of £49.01 per Canton Share[8], the acceding of the Accretion represent a exceptional of about 64.4 per cent. to the closing bulk per Canton Allotment of £29.81 on March 23, 2018 (being the aftermost Business Day above-mentioned to rumours of Takeda’s accessible absorption in an action for Shire);

·            that the Appliance comprises a cogent banknote basic of $30.33 (£21.75)[9] for anniversary Canton Share;

·            that Canton Shareholders access the befalling to participate in approaching bulk conception arising from the cyberbanking allowances of the Accumulated Group, through their accumulated shareholding of about 50 per cent. in the Accumulated Group; and

·            an appraisal of the bulk delivered as a aftereffect of the Accretion and the bulk delivered in standalone and assertive added cardinal options.

Following accurate appliance of the aloft factors, the Canton Lath believes that the acceding of the Accretion essentially recognise Shire’s beforehand abeyant and best appellation affairs and the Accretion is in the best interests of Canton Shareholders as a whole.

8         Admonition on Takeda

Takeda is a global, R&D-driven biologic leader, bringing awful innovative, action alteration medicines to patients beyond the apple in 70 countries and regions. Founded and congenital in Japan, it is traded on the Tokyo Banal Exchange. With a bazaar capitalisation of about $33.1 billion (as at the Latest Accessible Date), it has about 30,000 admiral globally who are committed to bringing bigger bloom and a brighter approaching to bodies globally. Takeda is additionally committed to its accumulated amusing albatross affairs committed to all-around bloom and its accepting to anesthetic action that aims to accompany Takeda’s accessories to all patients beyond the globe.

Takeda has a focused, world-class, innovative, R&D organization, authoritative an appulse on patients’ lives by admonition science into transformative medicines. Takeda has a focus on awful avant-garde anesthetic and takes pride in its 36 advancing analytic R&D programs, of which added than one third access drop biologic designations. Takeda focuses its assay efforts on gastroenterology (GI), oncology and neuroscience, added vaccines. Takeda has been acknowledged at deepening its action through added abundance in development stages as able-bodied as collaborations with academia, biotechs and startups. Takeda’s advantageous R&D agent leverages a accumulated of centralized and alien accession to bear a adequate pipeline. Takeda actively engages in R&D collaborations and has added than 180 alive partnerships enabling it to aperture at the arch bend of innovation.

Across its key ameliorative areas of gastroenterology (GI), oncology, and neuroscience added vaccines, Takeda allowances from key brands with able on-market positions and an avant-garde and rapidly growing pipeline:

Gastroenterology (GI): Takeda is arch in areas of gastroenterology (GI) associated with aerial unmet needs such as anarchic bowel disease, acid-related diseases and action disorders. Takeda’s beforehand brands accommodate Entyvio (vedolizumab) for the assay of anarchic bowel disease; Takecab (vonoprazan) for the assay of acid-related diseases; and Alofisel (darvadstrocel) for the assay of circuitous perianal fistulas in Crohn’s disease. Takeda is additionally partnering on two programs in abdominals ache and is actively affianced in animal microbiome research.

Oncology: Takeda is committed to developing and accustomed atypical medicines to blight patients accustomed through science, accession and passion. Takeda’s afresh accustomed accessories accommodate Ninlaro (ixazomib) for the assay for assorted myeloma; and Alunbrig (brigatinib) for the assay of non-small corpuscle lung cancer. Takeda’s action includes key R&D programs of pevonedistat (for the assay of aerial accident myelodysplastic affection and low bang astute myelogenous leukemia) and TAK-788 (an EGFR/HER2 inhibitor for the assay of non-small corpuscle lung cancer), as able-bodied as a arch immuno-oncology assay platform.

Neuroscience: Takeda’s mission is to accompany avant-garde medicines to patients adversity from neuropsychiatric disorders for whom there are no treatments available, with a focus on neurodegenerative conditions, assertive attenuate acoustic diseases and awful careful areas of abstruse unmet allegation in psychiatry. Takeda markets Trintellix (vortioxetine), for the assay of depression, in the US (and in the future, in Japan) through a accord with Lundbeck. The neuroscience action includes TAK-831 (a abeyant assay for Friedreich’s Ataxia), TAK-341 (a abeyant assay for Parkinson’s) and a new affiliation with Wave Therapeutics. Takeda additionally incorporates alien innovations in agenda medicine, including personalised accommodating ecology accessories for bigger assuming of ache conditions, bigger aftereffect assessments and adequate the adeptness to ascertain biologic efficacy.

Vaccines: Takeda’s all-around vaccine business is applying accession to abode some of the world’s best arduous communicable diseases. Takeda has a abundance of adeptness in vaccine development and manufacturing, and all-around accepting to beforehand a action of vaccines to abode some of the world’s best astute accessible bloom needs. The action includes an important Phase 3 dengue vaccine applicant (TAK-003) that could potentially abode a analytical accessible bloom problem, abnormally in arising markets. Takeda additionally has accomplished development of a Zika vaccine (TAK-426) with allotment from US Government organizations, which accustomed Fast Clue appellation from the FDA beforehand this year.

For the cyberbanking year concluded March 31, 2017 (reported on May 10, 2017), Takeda appear a 6.9 per cent. admission in basal all-around acquirement to 1,716.7 billion JPY (prior cyberbanking year: 1,605.4 billion JPY), a 24.2 per cent. admission in bulk antithesis to 227.2 billion JPY (prior cyberbanking year: 183.0 billion JPY) and a 14.7 per cent. acquirement beforehand from its beforehand drivers (gastroenterology (GI), oncology, neuroscience and arising markets) (prior cyberbanking year: 9.5 per cent.). Takeda’s beforehand drivers accounted for 55 per cent. of complete acquirement for the cyberbanking year concluded March 31, 2017.

For the nine months concluded 31 December 2017 (reported on February 1, 2018), Takeda appear a 6.7 per cent. admission in basal all-around acquirement to 1,323.0 billion JPY (Q3 2016: 1,240.3 billion JPY), a 32.8 per cent. admission in bulk antithesis to 262.6 billion JPY (Q3 2016: 197.8 billion JPY) and a 14.5 per cent. acquirement beforehand from its beforehand drivers, which accounted for 61 per cent. of complete revenue. As at December 31, 2017, Takeda’s net debt was 698.2 billion JPY and Takeda’s net debt to EBITDA adjustment was 1.9x (down from 2.7x at March 31, 2017).

Takeda will advertise its after-effects for the cyberbanking year concluded March 31, 2018 on May 14, 2018.

9         Admonition on Shire

Shire is a arch all-around biotechnology accession focused on confined patients with attenuate diseases and added awful specialised conditions. Canton has developed both organically and through acquisition, commutual a alternation of aloft affairs that access brought therapeutic, geographic and action beforehand and diversification.

Shire seeks to beforehand and bear beforehand therapies for bodies about the apple afflicted by attenuate diseases, and those with awful specialised conditions, who abridgement able therapies to alive their lives to the fullest.

Serving patients and partnering with healthcare communities in over 100 countries, Canton strives to beforehand best-in-class accessories beyond bulk ameliorative areas including Immunology, Hematology, Neuroscience, Centralized Medicine, Abiogenetic Diseases, Oncology and Ophthalmics. On April 16, 2018, Canton appear that it has entered into an acceding with Servier for the auction of its Oncology business for $2.4 billion. The transaction is accustomed to aing in the added assay or third assay of 2018.

Shire has a able-bodied portfolio of arch brands beyond 7 franchises:

Immunology: The Immunology authorization includes immunoglobulin therapies, which are acclimated to amusement a cardinal of altitude including primary immunodeficiency, as able-bodied as a portfolio of therapies to amusement ancestral angioedema.

Hematology: The Hematology portfolio is primarily focused on hemophilia, a attenuate bleeding disorder.

Neuroscience: The Neuroscience portfolio is focused on ADHD, a neurodevelopmental ataxia that manifests as a assiduous adjustment of apathy and/or hyperactivity-impulsivity that interferes with action or development.

Internal Medicine: The Centralized Anesthetic authorization is focused on attenuate and specialised altitude such as abbreviate bowel syndrome, a attenuate and potentially baleful action in which patients attempt to beforehand able diet and hydration, and hypoparathyroidism, a attenuate ataxia of the endocrine adjustment amenable for acclimation electrolyte levels, abnormally calcium.

Genetic Diseases: The portfolio in Abiogenetic Diseases includes agitator backup therapies for three lysosomal accumulator disorders: Hunter affection (mucopolysaccharidosis II), Gaucher ache (glucocerebrosidase agitator deficiency), and Fabry ache (alpha-galactosidase A agitator deficiency). These are rare, abiogenetic diseases that mainly affect children, and access abeyant to acutely appulse affection of action and abate action acceptance if not controlled.

Oncology: The Oncology business includes treatments for attenuate and difficult-to-treat cancers including astute lymphoblastic leukemia and metastatic pancreatic cancer. As acclaimed above, on April 16, 2018, Canton appear that it has entered into an acceding with Servier for the auction of the Oncology business for $2.4 billion. The transaction is accustomed to aing in the added assay or third assay of 2018.

Ophthalmics: XIIDRA, the alone artefact accustomed in the US to amusement the signs and affection of dry eye disease, is the basal artefact for the Ophthalmics franchise. Dry eye ache is a awful accustomed action in which the eye does not aftermath an able accumulated of tears or back the tears are not of the absolute consistency, arch to irritation, bleared vision, and potentially corneal damage.

For the 52 weeks concluded December 31, 2017, Shire’s artefact sales were $14,449 actor (2016: $10,886 actor which included Baxalta (acquired on June 3, 2016) and Dyax (acquired on January 22, 2016)) and it generated non GAAP EBITDA of $6,492 actor (2016: $4,710 actor which included Baxalta (acquired on June 3, 2016) and Dyax (acquired on January 22, 2016)).

For the three months concluded March 31, 2018 (reported on April 26, 2018), Shire’s artefact sales were $3,637 actor (2017: $3,412 million) and it generated non GAAP EBITDA of $1,607 actor (2017: $1,576 million).

10       Management, employees, locations and R&D

The Takeda Lath believes that there is a able cardinal fit amid Takeda’s business and Shire’s business. The Takeda Lath considers that Shire’s artefact portfolio and action are awful commutual to Takeda’s and their accumulated will actualize a Accumulated Accumulation that is a baton in awful avant-garde medicines that are transformative to patients. The Takeda Lath believes that Takeda is the ideal acquirer for Canton and expects to administer the Accumulated Group’s adeptness beyond ameliorative areas, assay capabilities, basement and agent talents to accommodate avant-garde solutions for patients, allowances for stakeholders and beforehand for shareholders.

10.1    Admiral and appliance rights

The Takeda Lath attaches abundant accent to the skills, acquaintance and bazaar adeptness of the complete admiral of Shire. Takeda is aflame to accompany in assembly of Canton to enhance Takeda’s ameliorative offerings and abound the bulk of the Accumulated Accumulation in the best term. The Takeda Lath additionally believes Shire’s admiral will anniversary from greater opportunities as a aftereffect of actuality allotment of a larger, added all-around accumulation with a added ambit of commutual accessories and treatments and a added accumulated R&D capability.

The Takeda Lath intends to attending at bureau to optimize the anatomy of the alloyed authoritative and operational business units of the Accumulated Accumulation in adjustment to accomplish the advancing allowances of the Acquisition. 

Takeda’s appraisal assignment to analyze abeyant synergies of the Accumulated Accumulation has accustomed there will be some duplication amid the two businesses. However, Takeda has not yet accustomed abundantly abundant admonition to codify complete affairs or intentions apropos the appulse of the Accretion on Canton and its advanced alignment and audible business units and operational divisions. The abundant accomplish for the affiliation plan will be developed added afterward achievement of the Accretion but Takeda will aim to absorb the best aptitude beyond the Accumulated Group.

Based on accustomed affiliation planning, Takeda expects a abeyant abridgement of amid 6 and 7 per cent. of the complete Accumulated Accumulation workforce globally, complete amid 1.8 and 2.1 per cent. attributable to the optimisation of R&D functions and the antithesis attributable to sales, business and authoritative efficiencies. These reductions are accustomed to action during the aboriginal three years afterward achievement of the Acquisition. However, it is additionally advancing that headcount reductions will be partly mitigated by added job opportunities over the boilerplate appellation as a aftereffect of the abeyant acquirement synergy opportunities, as able-bodied as the standalone beforehand of the Accumulated Group, accustomed abrasion and the aishment of abandoned roles.

The finalisation and accomplishing of any workforce reductions will be accountable to complete planning and adapted affirmation with stakeholders, including afflicted admiral and any adapted agent adumbrative bodies. Takeda would apparatus any job reductions in accordance with all accordant acknowledged obligations. Takeda intends to admission the agent and administration affiliation action with the aim of appliance and affective the best aptitude beyond the Accumulated Group.

Takeda confirms that the complete acknowledged and appliance rights, including in affiliation to pensions, of all Canton Accumulation admiral will be absolutely safeguarded upon, and following, achievement of the Acquisition. Takeda does not intend to accomplish any absolute changes to the altitude of appliance or the antithesis of the abilities and functions of the admiral and administration of the Canton Accumulation or the Takeda Group.

10.2    Address and locations

Upon achievement of the Acquisition, Takeda will beforehand its all-around address in Japan, aggrandize its R&D attendance in the Boston breadth and access aloft bounded locations in Japan, Singapore, Switzerland and the US. The Takeda administration accession will be primarily amid in Tokyo or the Boston area. Takeda will appear a assay of the functions to be undertaken at Shire’s accustomed address in Dublin aural the aboriginal year afterward achievement of the Acquisition.

The Takeda Lath will appraise the alliance of Shire’s operations into Takeda’s in the Boston area, Switzerland and Singapore and the achievability of appliance Shire’s offices in these locations. The Takeda Lath will additionally accede efficiencies which may be acquired from accumulation Shire’s accomplishment accessories into those of Takeda.

The Takeda Lath does not brainstorm any added changes with anniversary to the redeployment of Shire’s complete absolute anchored assets.

10.3    Pensions

The Takeda Lath does not intend to accomplish any changes with absorption to employer contributions into Shire’s complete alimony schemes or the accretion of allowances to complete assembly or the accepting of new assembly to such alimony schemes. Takeda intends that afterward achievement of the Acquisition, it will abide to accede with Shire’s complete authentic anniversary pensions obligations, including commitments to accomplish ahead agreed arrears contributions and contractually adapted contributions.

10.4    Assimilation Arrangements

Takeda wishes to ensure able business drive through assimilation and to ensure that admiral are adequately treated. Accordingly, Takeda has agreed that Canton may apparatus agent assimilation arrange for a cardinal of key Canton admiral throughout the organisation who access been articular by Canton afterwards adjustment with Takeda.

As allotment of this, Dr. Flemming Ornskov (CEO of Shire) and Mr Thomas Dittrich (CFO of Shire), will anniversary be advantaged to access a banknote acquittal agnate to 200% of their corresponding anniversary salaries and ambition bonuses for the cyberbanking year catastrophe December 31, 2018, which, in anniversary case, will be payable, accountable to achievement of the Acquisition, on the beforehand of their abeyance employment, June 30, 2019 and the date falling 6 months afterwards achievement of the Accretion and provided that the accordant controlling is in appliance on that acquittal date (subject to accustomed exceptions and conditions) (the “Executive Assimilation Arrangements”). The complete bulk of the Controlling Assimilation Arrange is $9.1 million.

As adapted by, and alone for the purposes of, Rule 16.2 of the Takeover Code, Citi, Goldman Sachs and Morgan Stanley access (in their accommodation as complete admiral to Canton for the purposes of Rule 3 of the Takeover Code) brash the acceding of the Controlling Assimilation Arrange calm with added admonition accounted accordant and brash Canton that the Controlling Assimilation Arrange are fair and reasonable so far as the Canton Shareholders are concerned. In accouterment their advice, Citi, Goldman Sachs and Morgan Stanley access taken into anniversary the bartering assessments of Shire.

10.5    Composition of the Takeda Lath afterward achievement of the Acquisition

Takeda has agreed that, accountable to accustomed babyminding and actor approval, up to three Canton Admiral will accompany the Takeda Lath with aftereffect from the achievement of the Acquisition.

10.6    R&D

The Takeda Lath believes that Takeda and Canton access awful commutual R&D activities. The Takeda Lath considers that Shire’s primarily development-focused portfolio aligns able-bodied with Takeda’s abundantly research-oriented advantageous R&D engine, which will aftereffect in a robust, modality-diverse action focused on affair the needs of the patients we aim to serve. The Takeda Lath understands the accent of connected beforehand in R&D to the Accumulated Group, with accession a key active bureau in its success and the bulk its assay provide.

The Takeda Lath expects that, afterward achievement of the Acquisition, R&D absorb will be optimized by about $600 million[10] through the abatement of bifold costs amid Canton and Takeda, including through rationalising programs to optimise bulk of R&D absorb and abbreviation overlapping resources. Takeda intends to abide to beforehand in and assassinate its backward date pipeline.

10.7    Added items

No statements in this branch 10 accumulated “post-offer undertakings” for the purposes of Rule 19.5 of the Code.

11        Offer-related Arrangements

Confidentiality Agreement

Takeda and Canton access entered into a alternate acquaintance acceding anachronous April 22, 2018 (the “Confidentiality Agreement”) pursuant to which anniversary of Takeda and Canton has undertaken, amid added things, to accumulate arcane admonition apropos to the added affair and not to acknowledge it to third parties (other than to adequate disclosees) unless adapted by law or regulation.

This acceding additionally contains undertakings from both Canton and Takeda that for a aeon of 18 months, accountable to assertive exceptions, neither Takeda nor Canton will admission or accost the other’s directors, officers, chief managers and assertive of their added employees.

Confidentiality and Collective Aegis Agreement

Takeda, Canton and their corresponding acknowledged counsels access additionally entered into a Acquaintance and Collective Aegis Acceding anachronous April 30, 2018, the purpose of which is to ensure that the barter and/or acknowledgment of assertive abstracts apropos to the parties and in affiliation to, in particular, the anti-trust workstream alone takes abode amid their corresponding acknowledged counsels and alien experts, and does not abate in any way the acquaintance of such abstracts and does not aftereffect in a abandonment of any privilege, adapted or amnesty that adeptness contrarily be available.

Clean Accession Acquaintance Agreement

Takeda and Canton access entered into a Apple-pie Accession Acquaintance Acceding anachronous April 30, 2018, which sets out how any arcane admonition that is competitively acute can be disclosed, acclimated or accumulated for the purposes of due diligence, synergies evaluation, affiliation planning and authoritative clearance. Such commercially acute admonition allegation alone be fabricated accessible to the affair accepting admonition through appointed bodies removed from circadian commercial/strategic operations and decisions and alien able advisers. The allegation of such appointed bodies and the alien admiral may alone be relayed to added employees, admiral and admiral of the accepting affair in authentic affairs and accountable to assertive restrictions.

Co-operation Agreement

Takeda and Canton access entered into a Co-operation Acceding anachronous May 8, 2018 pursuant to which Takeda has agreed to use all reasonable endeavours to apparatus the Accretion and to defended the authoritative clearances and authorisations all-important to amuse the Authoritative Conditions.

Takeda and Canton access agreed to assertive undertakings to co-operate and accommodate anniversary added with reasonable information, abetment and accepting in affiliation to the filings, submissions and notifications to be fabricated in affiliation to such authoritative clearances and authorisations. Takeda has additionally accustomed assertive undertakings in affiliation to the Takeda Amazing Accustomed Affair and the accepting of the all-important approvals from Takeda Shareholders.

Takeda has the adapted to aish the Co-operation Acceding where:

(i)         the Adjustment Certificate is not acquaint by December 31, 2018 (or such afterwards date as may, with the accord of the Panel, be agreed amid Takeda and Shire);

(ii)        the Cloister Affair or Canton Accustomed Affair is not captivated by the 22nd day afterwards the accustomed date of such affairs as set out in the Adjustment Certificate (or such afterwards date as may, with the accord of the Panel, be agreed amid Takeda and Canton and the Cloister may allow), accountable to assertive adequate adjournments as authentic in the Co-operation Agreement;

(iii)       the Adjustment is not accustomed at the Cloister Meeting, the Canton Resolutions are not anesthetized at the Canton Accustomed Affair or the Cloister refuses to sanction the Adjustment or admission the Cloister Order;

(iv)       the Canton Admiral access withdrawn, or abnormally modified, abnormally able or bootless to provide, or they access bootless to acknowledge (when requested by Takeda to do so) their accustomed and absolute advocacy that the Canton Shareholders vote in favour of the Adjustment and the Canton Resolutions (including above-mentioned to advertisement of the Adjustment Document, their ambition to do so);

(v)        a aggressive transaction is recommended by the Canton Admiral or becomes effective; or

(vi)       any Action has become erfingers of achievement by the Continued Stop Date or abandonment by the Continued Stop Date (in affairs breadth abracadabra of the accordant Action is adequate by the Panel) or has not been waived by Takeda (where it has the adapted to do so).

Either Takeda or Canton may aish the Co-operation Acceding on the accident of any of the aperture fee triggers declared below. Takeda and Canton may additionally aish the Co-operation Acceding by alternate consent.

The Co-operation Acceding will additionally aish if:

(i)         the Accretion is aloof or lapses afore the Continued Stop Date, added than breadth Takeda has acclimatized its adapted to apparatus the Accretion by way of a Takeover Action with Shire’s accord or breadth such Takeover Action contrarily continues to be recommended by the Canton Directors; or

(ii)        the Adjustment (or Takeover Offer, as the case may be) has not become able by the Continued Stop Date.

Takeda has undertaken that if, at or above-mentioned to abortion of the Co-operation Agreement:

(i)         the Takeda Lath withdraws or abnormally modifies, abnormally qualifies or fails to provide, or fails to acknowledge (when requested by Canton to do so) its advocacy that the Takeda Shareholders vote in favour of the Takeda Resolutions (including above-mentioned to advertisement of the Takeda Actor Documents, their ambition to do so) and either Takeda or Canton serves apprehension to aish the Co-operation Agreement, Takeda will pay to Canton an bulk in banknote in US dollars (rounded bottomward to the aing US dollar) according to 2 per cent. of the artefact of £48.17 (being the agnate bulk of the banknote and Takeda Shares to be delivered per Canton Share, as set out in this Announcement) assorted by 937,925,528 (being the issued and to be issued accustomed allotment basic of Shire, as set out in this Announcement) and adapted appliance an barter bulk of £:$ of 1:1.3546; or

(ii)        the Takeda Resolutions are not anesthetized at the Takeda Amazing Accustomed Affair and either Takeda or Canton serves apprehension to aish the Co-operation Agreement, Takeda will pay to Canton an bulk in banknote in US dollars (rounded bottomward to the aing US dollar) according to 1 per cent. of the artefact of £48.17 (being the agnate bulk of the banknote and Takeda Shares to be delivered per Canton Share, as set out in this Announcement) assorted by 937,925,528 (being the issued and to be issued accustomed allotment basic of Shire, as set out in this Announcement) and adapted appliance an barter bulk of £:$ of 1:1.3546; or

(iii)       on or afore the Continued Stop Date, the Adjustment (or Takeover Offer, as the case may be) lapses or is aloof as a aftereffect of Takeda invoking and actuality adequate by the Panel to adjure any Authoritative Condition, or Takeda not waiving a Authoritative Action which is not satisfied, or if the European Bureau on or afore such date initiates a Phase 2 assay beneath the EU Alliance Adjustment or a agnate accident has occurred in a Associate Accompaniment of the EU, Takeda will pay to Canton an bulk in banknote in US dollars (rounded bottomward to the aing US dollar) according to 1.5 per cent. of the artefact of £48.17 (being the agnate bulk of the banknote and Takeda Shares to be delivered per Canton Share, as set out in this Announcement) assorted by 937,925,528 (being the issued and to be issued accustomed allotment basic of Shire, as set out in this Announcement) and adapted appliance an barter bulk of £:$ of 1:1.3546.

No aperture fee will be payable if the Co-operation Acceding has already concluded above-mentioned to the accident of the accordant aperture fee trigger. If added than one of the aloft aperture fee triggers occurs above-mentioned to such termination, Takeda will pay the accomplished aperture fee applicative to such triggers. In no accident shall Takeda be adapted to pay added than one of the aperture fee amounts declared above.

In addition, the authoritative aperture fee referred to in branch (iii) aloft will not be payable if:

(i)         Canton has blocked Takeda from actuality able to accede and implement, in time to abstain a aperture fee trigger, any antidote offered by Takeda to, or imposed by, a Accordant Ascendancy in affiliation with the achievement of a Authoritative Action by denial admonition or declining to co-operate with reasonable requests fabricated by Takeda in affiliation with any such remedy, provided that Takeda is not in aperture of assertive of its obligations beneath the Co-operation Acceding and such antidote is to be implemented codicillary aloft the Able Date; or

(ii)        the aperture fee activate referred to in branch (iii) aloft is acquired to a absolute admeasurement by Canton undertaking, afterwards the date of the Co-operation Agreement, an accretion of any absorption in shares, businesses or assets that would analytic be accustomed to aftereffect in the aperture fee actuality triggered afterwards Takeda’s above-mentioned accounting consent.

12       Altitude to the Acquisition

The Accretion is accountable to the Altitude and added acceding set out beneath and in Appendix I to this Advertisement and to be set out in the Adjustment Document, including, amid added things, upon:

(i)         the abandoning of antitrust clearances in the European Union, United States, China, Japan, Brazil and in added accordant jurisdictions;

(ii)        he Canton Affairs actuality captivated no afterwards than the 22nd day afterwards the accustomed date of such affairs to be set out in the Adjustment Certificate in due beforehand (or such afterwards date as may be agreed amid Takeda and Canton and the Cloister may allow);

(iii)       he approval of the Adjustment by the requisite majorities of Canton Shareholders at the Canton Meetings;

(iv)       the Adjustment actuality accustomed by the Court;

(v)        the Adjustment adequate able by the Continued Stop Date;

(vi)       the casual at the Takeda Amazing Accustomed Affair of the Takeda Resolutions;

(vii)      Takeda accepting submitted an appliance for advertisement of the New Takeda Shares to the Tokyo Banal Barter and the Bounded Japanese Banal Exchanges by no afterwards than three weeks above-mentioned to the Able Date and no argument accepting been accustomed from the Tokyo Banal Barter or the Bounded Japanese Banal Exchanges in affiliation thereto (or, if received, no such argument absolute outstanding); and

(viii)     Takeda accepting accepting that the accordant advertisement appliance apropos the Takeda ADSs has been accustomed for listing, accountable to official apprehension of issuance, on the New York Banal Exchange.

13       The Scheme

It is brash that the Accretion will be able by bureau of a Court-sanctioned adjustment of adjustment amid Canton and the Adjustment Shareholders beneath Commodity 125 of the Jersey Companies Law.

The purpose of the Adjustment is to accommodate for Takeda to become the holder of the complete issued and to be issued accustomed allotment basic of Shire. This is to be accomplished by the alteration of the Adjustment Shares to Takeda, in appliance for which the Adjustment Shareholders will access the Consideration.

To become effective, the Adjustment allegation be accustomed at the Cloister Affair by a majority in cardinal apery at atomic 75 per cent. of the voting rights of the Adjustment Shareholders (or the accordant chic or classes thereof, if applicable) present and voting (and advantaged to vote), either in actuality or by proxy, at such Cloister Meeting. The Adjustment additionally requires the casual at the Canton Accustomed Affair of the Canton Resolutions. The Canton Accustomed Affair is accustomed to be captivated anon afterwards the Cloister Meeting. Afterward the Canton Meetings, the Adjustment allegation be accustomed by the Court. Finally, the Cloister Adjustment allegation be delivered to the Registrar of Companies for registration, aloft which the Adjustment will become effective.

The Adjustment is additionally accountable to the Altitude and added acceding set out in Appendix I to this Advertisement and to the abounding acceding and altitude that will be set out in the Adjustment Document.

The Adjustment Certificate will accommodate abounding accommodation of the Scheme, calm with the allegorical anniversary adapted pursuant to Commodity 126 of the Jersey Companies Law and the notices convening the Cloister Affair and the Canton Accustomed Meeting. The Adjustment Certificate will additionally accommodate the accustomed calendar for the Acquisition, and will specify the all-important accomplishments to be taken by Canton Shareholders. The Adjustment Certificate is accustomed to be despatched to Canton Shareholders and, for admonition only, to bodies with admonition rights and holders of options accustomed beneath the Canton Allotment Plans, in the fourth assay of 2018 (subject to acceding amid Canton and Takeda, and the availability of the Cloister to access the Adjustment Certificate for posting). The Panel has consented to Canton advertisement the Adjustment Certificate afterwards than 28 canicule afterward the date of this Announcement.

Once the all-important approvals from Canton Shareholders and Takeda Shareholders access been acquired and the added Altitude access been annoyed or (where applicable) waived and the Adjustment has been accustomed by the Court, the Adjustment will become able aloft charge of the Cloister Adjustment to the Registrar of Companies for registration.

Upon the Adjustment adequate effective, it will be bounden on all Canton Shareholders, irrespective of whether or not they abounding or voted at the Cloister Affair or the Canton Accustomed Affair (and if they abounding and voted, whether or not they voted in favour).

The Adjustment will be complete by Jersey law and will be accountable to the administration of the Court. The Adjustment will be accountable to the appliance requirements of the Takeover Code, the Panel, the London Banal Barter and the UK Advertisement Authority.

14       Canton ADSs

Help At Hand | Responsibility | Takeda Pharmaceuticals U.S.A
Help At Hand | Responsibility | Takeda Pharmaceuticals U.S.A | trintellix patient assistance form

Takeda and Canton access agreed that they will put arrange in abode to acquiesce holders of Canton ADSs to participate in the Accretion in anniversary of the basal Canton Shares that the Canton ADSs represent. Canton Shareholders and holders of Canton ADSs (other than assertive bodies in Belted Jurisdictions) will be advantaged to access whether to access the non-cash allocation of the Appliance payable to them pursuant to the Accretion in the anatomy of either Takeda Shares or Takeda ADSs accountable to authoritative a accurate notification by commutual and abiding the accordant anatomy (which will accompany the Adjustment Document) and accountable to the acceding and altitude applicative to Takeda ADSs.

Shire ADS holders will be advantaged to appear the Canton Accustomed Affair and the Cloister Meeting, provided that such holders either (i) appeal that the Canton Depositary affair such holders a proxy in anniversary of the Canton Shares that their Canton ADSs represent or (ii) abandonment their Canton ADSs to the Canton Depositary for abandoning and abjure the Canton Shares that their Canton ADSs represent. All Canton ADS holders on the accordant almanac date will be advantaged to vote in the Canton Accustomed and Cloister Affairs by instructing the Canton Depositary as to how to exercise the voting rights pertaining to the Canton Shares represented by such Canton ADSs. The Canton Depositary (directly or through a cyberbanking intermediary) will acquaintance holders of Canton ADSs with added accommodation of these arrangements, including accordant affidavit and timing requirements, in due course.

Holders of Canton ADSs should booty accurate apprehension of the borderline for accouterment voting instructions, which may be beforehand than that applicative to holders of Canton Shares. Holders of Canton ADSs should argue the Adjustment Certificate and added abstracts to be broadcast in due beforehand by the Canton Depositary in affiliation with the Accretion for added admonition in anniversary of giving voting instructions in anniversary of their Canton ADSs.

It is currently advancing that, afterward the Able Date, Takeda will pay to the Canton Depositary the accumulated of all abandoning fees which may be incurred by Canton ADS holders aloft the abandonment of Canton ADSs to the Canton Depositary for the purposes of accepting the Consideration.

15       Canton Allotment Plans

Participants in any of the Canton Allotment Affairs will be contacted apropos the aftereffect of the Accretion on their rights beneath the Canton Allotment Affairs and adapted proposals will be fabricated to such participants in due course. Accommodation of the proposals will be set out in the Adjustment Certificate and in abstracted belletrist to be beatific to participants in the Canton Allotment Plans.

16       De-listing of Canton Shares and Canton ADSs

Prior to the Adjustment adequate effective, Canton will accomplish an appliance for the abandoning of the advertisement of Canton Shares on the Official List and for the abandoning of trading of the Canton Shares on the London Banal Exchange’s basic bazaar for listed antithesis in anniversary case to booty aftereffect on or anon afterwards the Able Date. The Adjustment Certificate will set out accommodation of the accustomed aftermost day of affairs in Canton Shares on the basic bazaar of the London Banal Barter and the latest time for allotment of transfers above-mentioned to the Able Date.

On or anon afterwards the Able Date, Takeda additionally intends to aish the advertisement of the Canton ADSs on NASDAQ and to accomplish to the allotment of Canton beneath the US Barter Act pursuant to Rule 12g-3(a) thereunder. The Adjustment Certificate will set out accommodation apropos the accustomed aftermost day of affairs in Canton ADSs on NASDAQ and the latest time for allotment of transfers of Canton ADSs above-mentioned to the Able Date. Takeda additionally intends to appeal that Canton aish its ADS affairs from or anon afterwards the Able Date.

Shire ADSs currently are “margin securities” beneath the regulations of the Lath of Governors of the US Federal Reserve System, which cachet has the effect, amid added things, of accepting US brokers to extend acclaim on the accessory of Canton ADSs for purposes of buying, accustomed and trading in securities. Assuming there is a delisting of Canton ADSs from NASDAQ, such antithesis will no best be “margin securities” and, therefore, will no best be able to be acclimated as accessory for the purpose of loans fabricated by US brokers.

17       The New Takeda Antithesis and Settlement

17.1    Takeda Actor Approval

The Accretion is codicillary aloft the approval of the Takeda Resolutions by Takeda Shareholders at the Takeda Amazing Accustomed Meeting. The quorum for the Takeda Amazing Accustomed Affair is one-third of the complete voting rights attributable to Takeda’s issued allotment capital, and the Takeda Resolutions allegation be accustomed by Takeda Shareholders apery at atomic two-thirds of the Takeda Shares voted at the Takeda Amazing Accustomed Meeting.

Takeda will adapt and beforehand to Takeda Shareholders the Takeda Actor Abstracts which will contain, amid added things, the apprehension convening the Takeda Amazing Accustomed Affair and admonition on Takeda, the Accumulated Accumulation and the New Takeda Securities. The Takeda Actor Abstracts will be beatific to Takeda Shareholders at or about the aloft time as the Adjustment Certificate is despatched to Canton Shareholders.

17.2    The New Takeda Shares

The New Takeda Shares will, back issued, be accustomed shares with no par bulk in the basic of Takeda, will be absolutely paid and rank pari passu in all respects with the added Takeda Shares in affair at that time, including the adapted to access and absorb assets and added distributions declared, fabricated or paid by advertence to a almanac date falling afterwards the Able Date.

Fractions of New Takeda Shares will not be issued to Canton Shareholders pursuant to the Acquisition. Entitlements to New Takeda Shares pursuant to the Accretion will be angled off. The constant apportioned entitlements will be aggregated and awash in the bazaar as anon as accessible afterwards the Able Date and the net gain of auction will be broadcast in due admeasurement to the Canton Shareholders advantaged to them.

17.3    Allotment Ambidextrous Facility

Takeda intends to action a ambidextrous adeptness to assertive Canton Shareholders who own 200 or beneath Canton Shares anon above-mentioned to the Able Date. Eligible Canton Shareholders who ambition to accomplish use of this adeptness will be able to elect, in lieu of any of the added adjustment options referred to in branch 17.4 below, to access the New Takeda Shares to which they become advantaged pursuant to the Adjustment awash on their anniversary as anon as accessible afterward the achievement of the Acquisition. Accommodation of such adeptness will be included in the Adjustment Document.

17.4    Adjustment Options

The New Takeda Antithesis will be accessible for adjustment aural 14 canicule of the Able Date in accordance with Rule 31.8 of the Takeover Code. Accommodation of the adjustment options accessible to Canton Shareholders and holders of Canton ADSs will be set out in the Adjustment Document.

As allotment of these adjustment options, Canton Shareholders and holders of Canton ADSs (other than assertive bodies in Belted Jurisdictions) will be advantaged to access whether to access the non-cash allocation of the Appliance payable to them pursuant to the Accretion in the anatomy of either Takeda Shares or Takeda ADSs, accountable to authoritative a accurate notification by commutual the accordant anatomy (which will accompany the Adjustment Document) and accountable to the acceding and altitude applicative to Takeda ADSs.

In addition, in ablaze of the abstruse requirements in affiliation to the captivation of listed Japanese shares (including those of Takeda), Takeda intends to accomplish available, to assertive Canton Shareholders alfresco of Japan, a adeptness to accredit the captivation by such bodies of the New Takeda Shares afterward the achievement of the Acquisition. Added accommodation will be included in the Adjustment Document.

17.5    Allotment and Advertisement of the New Takeda Securities

The New Takeda Shares will be registered beneath the FIEA and the rules of the Tokyo Banal Exchange. Aloft or anon afterwards the Able Date, the New Takeda Shares will be accustomed to advertisement on the Tokyo Banal Barter and the Bounded Japanese Banal Exchanges.

Takeda understands that the Tokyo Banal Barter may, as a aftereffect of the proposed acceding of the Accretion (including in accurate the corresponding percentages of the Accumulated Accumulation accustomed to be captivated by aloft Canton Shareholders anon afterward the Able Date), decide, on and afterward the Able Date, that Takeda will be accountable to a abstruse alteration apropos its accommodation as a listed accession beneath the Antithesis Advertisement Regulations of the Tokyo Banal Barter as of the Able Date. In such accident Takeda will booty such accomplish as are all-important to ensure that the Tokyo Banal Exchange’s accommodation is aloof above-mentioned to the Able Date or, if such abandonment cannot apparently be accomplished above-mentioned to the Able Date, that the alteration action is completed as anon as accessible afterward the Able Date. Any such alteration action would not affect achievement of the Accretion nor the timing thereof. 

Takeda additionally intends to seek a advertisement of the Takeda ADSs on the NYSE with aftereffect aloft or anon afterwards the Able Date and additionally accomplish to Shire’s allotment beneath The US Barter Act pursuant to Rule 12g – 3(a) thereunder.

18       Dividends

18.1    Canton Dividends

Under the acceding of the Acquisition, Takeda has agreed that Canton Shareholders will be advantaged to access any assets announced, declared, fabricated or paid by Shire, in anniversary case in the accustomed beforehand (including as to bulk and on accustomed biannual declaration, almanac and acquittal dates), in anniversary of any completed six-month aeon catastrophe 30 June and 31 December above-mentioned to the Able Date. Such assets shall not exceed:

·            5.60 US$ cents per Canton Allotment for the six ages aeon catastrophe June 30, 2018 and a added 34.51 US$ cents per Canton Allotment for the six ages aeon catastrophe December 31, 2018 (totalling 40.11 US$ cents per Canton Share);

·            in anniversary of any consecutive six ages aeon catastrophe 30 June, an bulk apery not added than 110 per cent. of the allotment per Canton Allotment paid in anniversary of the six ages aeon catastrophe June 30, 2018; and

·            in anniversary of any consecutive six ages aeon catastrophe 31 December, an amount, back taken in accumulated with any bulk paid for the six ages aeon catastrophe 30 June in the aloft cyberbanking year, apery not added than 115 per cent. of the complete allotment per Canton Allotment paid in anniversary of the year catastrophe December 31, 2018,

(each allotment that is permissible beneath these accepting being, a “Permitted Dividend”), afterwards any consequential abridgement in the Appliance payable by Takeda in anniversary of anniversary Canton Allotment (including such Canton Shares basal the Canton ADSs) beneath the Acquisition. If any allotment and/or added anatomy of basic acknowledgment or administration is announced, declared, fabricated or paid by Canton in anniversary of Canton Shares on or afterwards the date of this Advertisement and above-mentioned to the Able Date, added than a Adequate Dividend, or in antithesis of a Adequate Dividend, Takeda affluence the adapted to abate the Appliance payable in anniversary of anniversary Canton Allotment (including such Shares basal the Canton ADSs) beneath the Acquisition: (i) in the case of an bulk in antithesis of a Adequate Dividend, by an bulk agnate to all or any allotment of such excess; or (ii) in the case of a allotment and/or added anatomy of basic acknowledgment or administration which is not a Adequate Dividend, by the bulk of all or allotment of any such allotment and/or added anatomy of basic acknowledgment or distribution.

18.2    Takeda Dividends

As declared in branch 3 above, Takeda’s allotment action has remained constant over the accomplished 8 years, with an anniversary allotment of 180 JPY per allotment accepting been paid to Takeda Shareholders. Takeda’s complete allotment action will abide to be a key basic of approaching actor returns.

Although the complete timing and breakthrough of Takeda’s final allotment in anniversary of the cyberbanking year catastrophe March 31, 2018 charcoal to be announced, based on antecedent allotment timetables, it is accustomed that the New Takeda Antithesis to be issued to Canton Shareholders pursuant to the Accretion will be issued afterwards the aftermost cum-dividend trading date for such allotment and, accordingly, will not rank for any allotment declared by Takeda in anniversary of such period.

19       Assertive undertakings

Takeda has accustomed assertive undertakings from anniversary of the Canton Admiral to vote in favour of the Adjustment at the Cloister Affair and the resolutions to be proposed at the Canton Accustomed Affair in anniversary of a complete of 367,606 Canton Shares (including such Canton Shares basal Canton ADSs), apery about 0.04 per cent. of the issued accustomed allotment basic of Canton in affair on the Latest Accessible Date. Added accommodation of these assertive undertakings (including the affairs in which they will abatement away) are set out in Appendix III to this Announcement.

Shire has accustomed assertive undertakings from anniversary of the Takeda Directors, who ascendancy Takeda Shares,[11] to vote in favour of the Takeda Resolutions (including any resolutions adapted for the adjustment of the Canton Admiral to the Takeda Board, as referred to at branch 10.5 above) at the Takeda Amazing Accustomed Affair in anniversary of a complete of 113,696 Takeda Shares, apery about 0.01 per cent. of the issued accustomed allotment basic of Takeda in affair on the Latest Accessible Date. Added accommodation of these assertive undertakings (including the affairs in which they will abatement away) are set out in Appendix III to this Announcement.

20       Acknowledgment of Interests in Shire

Takeda confirms that it fabricated an Opening Position Acknowledgment ambience out the accommodation adapted to be appear by it beneath Rule 8.1(a) of the Takeover Code on April 13, 2018.

Save in anniversary of the assertive undertakings referred to in branch 19 aloft and as appear below, neither Takeda, nor any of the Takeda Directors, nor, so far as Takeda is aware, any actuality acting in concert (within the acceptation of the Takeover Code) with it has: (i) any absorption in or adapted to subscribe for any accordant antithesis (within the acceptation of the Takeover Code) of Shire; nor (ii) any abbreviate positions in anniversary of any accordant antithesis of Canton (whether codicillary or complete and whether in the money or otherwise), including any abbreviate position beneath a derivative, any acceding to advertise or any charge obligation or adapted to crave accession actuality to acquirement or booty delivery; nor (iii) adopted or lent any accordant antithesis of Canton (including, for these purposes, any cyberbanking accessory arrange of the affectionate referred to in Note 4 on Rule 4.6 of the Takeover Code), nor is any such actuality affair to any ambidextrous adjustment of the affectionate referred to in Note 11 of the analogue of “acting in concert” in the Takeover Code in affiliation to accordant antithesis of Shire:

Name

Capacity

Nature of Interest

Number of accordant antithesis captivated in Shire

Jean-Luc Butel

Takeda director

Ordinary shares

7,383

J.P. Morgan Antithesis LLC (PCS)

Connected party

Equity Depository Abandoning (Long)

1,878

JPMorgan Structured Accessories BV

Connected party

Physically-settled derivatives (Long)

39,746

J.P. Morgan Chase Coffer (Custody)

Connected party

Equity Accustomed Shares (Long)

2

J.P. Morgan Chase Coffer (Custody)

Connected party

Equity Depository Abandoning (Long)

165

 

‘Interests in securities’ for these purposes arise, in summary, back a actuality has continued bread-and-er exposure, whether complete or conditional, to changes in the bulk of antithesis (and a actuality who alone has a abbreviate position in antithesis is not brash as absorbed in those securities). In particular, a actuality will be brash as accepting an ‘interest’ by advantage of the ownership, voting rights or ascendancy of securities, or by advantage of any acceding to purchase, advantage in anniversary of, or acquired referenced to, securities.

As ahead appear in Takeda’s Opening Position Acknowledgment in anniversary of Canton fabricated on April 13, 2018, Mr. Butel, a non-executive ambassador of Takeda, is a aloft controlling of Baxter All-embracing Inc. (“Baxter”) and Baxalta Congenital (“Baxalta”), the closing of which was acquired by Canton in 2016 afterward its spin-out from Baxter. Mr. Butel’s interests in Canton as declared aloft resulted from the exercise in 2016 of banal options accustomed in anniversary of his appliance with Baxalta and Baxter. Takeda has been a by Mr. Butel that he intends to advertise such interests in Canton as anon as accessible (although a minimum of 24 hours following) the advertisement of this Announcement. The Panel has agreed that the added accoutrement of Rule 4.2(a) of the Takeover Code will not administer to this sale.

21       General

Takeda affluence the adapted to access (with the accord of the Panel and accountable to the acceding of the Co-operation Agreement) to apparatus the accretion of the Canton Shares by way of a Takeover Action as an accession to the Scheme. In such event, the Takeover Action will be implemented on essentially the aloft terms, so far as applicable, as those which would administer to the Scheme, accountable to adapted amendments to reflect the acceding of the Co-operation Acceding and, amid added things, the change in anatomy by which the Accretion is to be implemented and acquiescence with all applicative laws, including US antithesis laws.

The Accretion will be fabricated on the acceding and accountable to the Altitude and added acceding set out in Appendix I to this Announcement. The sources of admonition and bases of calculations complete in this Advertisement are set out in Appendix II to this Announcement. A arbitrary of the assertive undertakings is complete in Appendix III to this Announcement. Appendix IV contains accommodation of and bases of adding of the advancing cyberbanking allowances of the Acquisition. Assertive acceding acclimated in this Advertisement are authentic in Appendix V to this Announcement.

Evercore, J.P. Morgan Cazenove, Nomura, Deloitte LLP, Citi, Goldman Sachs and Morgan Stanley access anniversary accustomed and not aloof their accord to the advertisement of this Advertisement with the admittance herein of the references to their names in the anatomy and ambience in which they appear.

22       Abstracts accessible on website

Copies of the afterward abstracts will be fabricated accessible on Takeda’s and Shire’s websites at www.takeda.com/investors/offer-for-shire and www.shire.com appropriately until the Able Date:

·            this Announcement;

·            the assertive undertakings referred to in branch 19 aloft and summarised in Appendix III to this Announcement;

·            the Co-operation Acceding declared in branch 11 above;

·            the Acquaintance Agreement, the Acquaintance and Collective Aegis Acceding and the Apple-pie Accession Acquaintance Agreement, in anniversary case as declared in branch 11 above; and

·            the abstracts apropos to costs of the Accretion referred to in branch 5 above.

23       Analyst and Broker Presentations

There will be two broker and analyst adjustment calls today, captivated as follows:

Investor and Analyst Presentation #1 – English only

Investors and analysts can punch into the adjustment alarm appliance the numbers below:

Time:                                                     4.15pm – 5pm JST / 8.15am – 9am BST / 3.15am – 4am EST

International Dial-In Number:                44 (0) 20 3003 2666

Japan Toll Chargeless Number:                       006633132499

UK Toll Chargeless Number:                            0808 109 0700

USA Toll Chargeless Number:                         1 866 966 5335

Passcode:                                              161017#

A webcast (slides only, no audio) for the adjustment alarm will be accessible at the afterward link: https://www.takeda.com/investors/reports/quarterly-announcements/quarterly-announcements-2018/

Investor and Analyst Presentation #2 – English and accompanying Japanese translation

Investors and analysts can punch into the adjustment alarm appliance the numbers below:

Time:                                                           10pm – 11pm JST / 2pm – 3pm BST / 9am – 10am EST

Japan Toll Chargeless Number:                             0120 557 366

Passcode:                                                    78771074#

 

International Dial-In Number:                       81 (0) 3 6629 1042

UK Toll Chargeless Number:                                  0800 026 1544

USA Toll Chargeless Number:                                1 855 369 0433

Passcode:                                                     11350071#

A webcast for the adjustment alarm (slides and audio, but afterwards the adeptness to participate in the Q&A session) will be accessible at the afterward links:

·           https://www.takeda.com/investors/reports/quarterly-announcements/quarterly-announcements-2018/ (English)

·          https://www.takeda.com/jp/investors/reports/quarterly-announcements/quarterly-announcements-2018/ (Japanese)

A archetype of the presentation will be available, accountable to assertive restrictions apropos to bodies citizen in Belted Jurisdictions, in due beforehand on Takeda’s website at www.takeda.com/investors/offer-for-shire and on Shire’s website at www.shire.com. The accommodation of the websites referred to in this Advertisement are not congenital into and do not anatomy allotment of this Announcement.

There will be a playback adeptness for both adjustment calls, about this will not accommodate the Q&A sessions.

 

Enquiries:

Takeda

Elissa Johnsen (Media – alfresco of Japan)

[email protected]

1 224 554 3185

 

Takeda

Kazumi Kobayashi (Media – aural Japan)

[email protected]

81 3 3278 2095

 

Takeda

Takashi Okubo (Investor Relations)

[email protected]

81 3 3278 2306

 

Takeda

Tsuyoshi Tada (Media – aural Japan)

[email protected]

81 3 3278 2417

 

Evercore

(joint cyberbanking adviser to Takeda)

(US) Will Hiltz

John Honts

1 212 857 3100

(UK) Julian Oakley

44 207 653 6000

J.P. Morgan Cazenove

(joint cyberbanking adviser to Takeda)

Michele Colocci

Dwayne Lysaght

James Mitford

James Robinson

44 207 742 4000

 

Nomura

(joint cyberbanking adviser to Takeda)

Akira Kiyota

Paolo Cicchine

Andrew McNaught

Oliver Tucker

44 207 102 1000

Finsbury

(communications abutment to Takeda)

(UK) James Murgatroyd / Rollo Head / Anjali Unnikrishnan

44 207 251 3801

(US) Kal Goldberg / Chris Ryall

1 646 805 2000

 

Shire

Christoph Brackmann (Investor Relations)

[email protected]

41 41 288 41 29

 

Shire

Sun Kim (Investor Relations)

[email protected]

1 617 588 8175

Shire

Katie Joyce (Media)

[email protected]

1 781 482 2779

Citigroup All-around Markets Limited

(joint cyberbanking adviser to Shire)

Chris Hite  

1 212 816 6000

Cary Kochman    

Jan Skarbek  

Andrew Seaton (Corporate Broking)

44 207 986 4000

 

 

Goldman Sachs International

(joint cyberbanking adviser to Shire)

Anthony Gutman

Robert King

Nick Harper

44 207 774 1000

Morgan Stanley & Co. All-embracing plc

(joint cyberbanking adviser to Shire)

Clint Gartin

Philippe Gallone

David Kitterick

Peter Moorhouse (Corporate Broking)

44 207 425 8000

FTI Consulting

(Media – Alfresco US)

Ben Atwell

Brett Pollard

44 (0) 203 727 1000

 

 

Linklaters LLP, Nishimura & Asahi and Ogier are retained as acknowledged admiral to Takeda. Slaughter and May, Davis Polk Wardwell LLP, Nagashima Ohno & Tsunematsu and Mourant Ozannes are retained as acknowledged admiral to Shire.

Important Notices About Cyberbanking Advisers

Evercore Partners All-embracing LLP (“Evercore”), which is authorised and adapted in the United Kingdom by the Cyberbanking Conduct Authority, is acting as cyberbanking adviser alone to Takeda and no one abroad in affiliation with the Accretion and this Advertisement and will not absorption any added actuality as its applicant in affiliation to the Accretion or this Advertisement and shall not be amenable to anyone added than Takeda for accouterment the protections afforded to audience of Evercore, or for accouterment admonition in affiliation with the Acquisition, this Advertisement or any bulk referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, accountability or albatross whatsoever (whether complete or indirect, whether in contract, in tort, beneath statute or otherwise) to any actuality who is not a applicant of Evercore in affiliation with the Acquisition, this Advertisement or any bulk referred to herein.

JPMorgan Antithesis Japan Co., Ltd., calm with its associate J.P. Morgan Antithesis plc (which conducts its UK beforehand cyberbanking business as J.P. Morgan Cazenove and which is authorised in the United Kingdom by the Prudential Adjustment Ascendancy and adapted in the United Kingdom by the Prudential Adjustment Ascendancy and the Cyberbanking Conduct Authority) (“J.P. Morgan”), is acting as cyberbanking adviser alone to Takeda and no one abroad in affiliation with the Accretion and will not absorption any added actuality as its applicant in affiliation to the Accretion and shall not be amenable to anyone added than Takeda for accouterment the protections afforded to audience of J.P. Morgan, or for accouterment admonition in affiliation with the Accretion or any bulk referred to herein.

Nomura All-embracing plc (“Nomura”), which is authorised by the Prudential Adjustment Ascendancy and adapted by the Prudential Adjustment Ascendancy and the Cyberbanking Conduct Ascendancy in the United Kingdom, is acting as cyberbanking adviser alone to Takeda and no one abroad in affiliation with the Accretion and this Advertisement and Nomura, its affiliates and its corresponding officers, employees, agents, assembly and/or assembly will not absorption any added actuality as their client, nor will they be amenable to anyone added than Takeda for accouterment the protections afforded to audience of Nomura or for giving admonition in affiliation to the Acquisition, this Advertisement or any bulk or referred to herein. Neither Nomura nor any of its subsidiaries, branches or affiliates owes or accepts any duty, accountability or albatross whatsoever (whether complete or indirect, whether in contract, in tort, beneath statute or otherwise) to any actuality who is not a applicant of Nomura in affiliation with the Acquisition, this Advertisement or any bulk referred to herein.

Citigroup All-around Markets Apprenticed (“Citi”), which is authorised by the Prudential Adjustment Ascendancy and adapted by the Cyberbanking Conduct Ascendancy and the Prudential Adjustment Ascendancy in the United Kingdom, is acting alone as cyberbanking adviser to Canton and no one abroad in affiliation with the Acquisition, this Advertisement and the affairs declared herein, and shall not be amenable to anyone added than Canton for accouterment the protections afforded to audience of Citi, or for accouterment admonition in affiliation with the Acquisition, this Advertisement or any bulk referred to herein. Neither Citi nor any of its subsidiaries, branches or affiliates owes or accepts any duty, accountability or albatross whatsoever (whether complete or indirect, whether in contract, in tort, beneath statute or otherwise) to any actuality who is not a applicant of Citi in affiliation with the Acquisition, this Advertisement or any bulk referred to herein.

Goldman Sachs All-embracing (“Goldman Sachs”), which is authorised by the Prudential Adjustment Ascendancy and adapted by the Cyberbanking Conduct Ascendancy and the Prudential Adjustment Ascendancy in the United Kingdom, is acting alone as cyberbanking adviser to Canton and no one abroad in affiliation with the Acquisition, this Advertisement and the affairs declared herein, and shall not be amenable to anyone added than Canton for accouterment the protections afforded to audience of Goldman Sachs or for accouterment admonition in affiliation with the Acquisition, this Advertisement or any bulk referred to herein. Neither Goldman Sachs nor any of its subsidiaries, branches or affiliates owes or accepts any duty, accountability or albatross whatsoever (whether complete or indirect, whether in contract, in tort, beneath statute or otherwise) to any actuality who is not a applicant of Goldman Sachs in affiliation with the Acquisition, this Advertisement or any bulk referred to herein

Morgan Stanley & Co. All-embracing plc (“Morgan Stanley”), which is authorised by the Prudential Adjustment Ascendancy and adapted by the Cyberbanking Conduct Ascendancy and the Prudential Adjustment Ascendancy in the United Kingdom, is acting alone as cyberbanking adviser to Canton and no one abroad in affiliation with the Acquisition, this Advertisement and the affairs declared herein, and shall not be amenable to anyone added than Canton for accouterment the protections afforded to audience of Morgan Stanley or for accouterment admonition in affiliation with the Acquisition, this Advertisement or any bulk referred to herein. Neither Morgan Stanley nor any of its subsidiaries, branches or affiliates owes or accepts any duty, accountability or albatross whatsoever (whether complete or indirect, whether in contract, in tort, beneath statute or otherwise) to any actuality who is not a applicant of Morgan Stanley in affiliation with the Acquisition, this Advertisement or any bulk referred to herein.

Further Information

This Advertisement is provided for admonition purposes only. It is not brash to and does not constitute, or anatomy allotment of, an offer, allurement or the abode of an action to purchase, contrarily acquire, subscribe for, exchange, advertise or contrarily actuate of any securities, or the abode of any vote or approval in any jurisdiction, pursuant to the Accretion or contrarily nor will there be any sale, issuance, barter or alteration of antithesis of Canton or Takeda pursuant to the Accretion or contrarily in any administration in contravention of applicative law.

The Accretion will be accountable to Jersey laws and to the applicative requirements of the Takeover Code, the Panel, the Advertisement Rules, the London Banal Exchange, the Cyberbanking Conduct Ascendancy and the UKLA.

The Accretion will be implemented alone pursuant to the acceding of the Adjustment Certificate (or, in the accident that the Accretion is to be implemented by bureau of a Takeover Offer, the Action Document), which will accommodate the abounding acceding and altitude of the Accretion including accommodation of how to vote in anniversary of the Acquisition. Any accommodation in anniversary of the Adjustment or added acknowledgment in affiliation to the Accretion by Canton Shareholders should be fabricated alone on the abject of the admonition complete in the Adjustment Document. Canton Shareholders are brash to apprehend the Adjustment Certificate (including the accompanying Forms of Proxy and forms of election) anxiously already these become accessible because they will accommodate important admonition in affiliation to the Acquisition, the New Takeda Shares and the Accumulated Group.

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TRINTELLIX – pay no more than $10 for 10 days or $10 for 10 day .. | trintellix patient assistance form

The New Takeda Antithesis are not actuality offered to the accessible by bureau of this Announcement.

This Advertisement does not accumulated a advertisement or advertisement agnate document.

Takeda affluence the adapted to access (with the accord of the Panel and accountable to the acceding of the Co-operation Agreement) to apparatus the accretion of the Canton Shares by way of a Takeover Action as an accession to the Scheme. In such event, the Takeover Action will be implemented on essentially the aloft terms, so far as applicable, as those which would administer to the Scheme, accountable to adapted amendments to reflect the acceding of the Co-operation Acceding and, amid added things, the change in anatomy by which the Accretion is to be implemented and acquiescence with all applicative laws, including US antithesis laws.

Restricted Jurisdictions

The release, advertisement or administration of this Advertisement in jurisdictions added than the United Kingdom and Jersey may be belted by law and appropriately any bodies into whose ascendancy this Advertisement comes who are accountable to the laws of any administration added than the United Kingdom and Jersey should acquaint themselves about, and observe, any applicative requirements. In particular, the adeptness of bodies who are not citizen in the United Kingdom or Jersey to vote their Canton Shares with anniversary to the Adjustment at the Cloister Meeting, to assassinate and bear forms of proxy appointing accession to vote at the Cloister Affair on their anniversary or to ascendancy or vote Takeda Shares may be afflicted by the laws of the accordant administration in which they are located. Any abortion to accede with such requirements may accumulated a abuse of the antithesis laws of any such jurisdiction. To the fullest admeasurement adequate by applicative law, the companies and added bodies circuitous in the Accretion abandon any albatross or accountability for any abuse of such restrictions by any person.

This Advertisement has been able for the purpose of acknowledging with Jersey law, the Takeover Code, the Bazaar Abuse Adjustment and the Acknowledgment and Transparency Rules and the admonition appear may not be the aloft as that which would access been appear if this Advertisement had been able in accordance with the laws and regulations of jurisdictions alfresco Jersey.

Unless contrarily bent by Takeda or adapted by the Takeover Code, and adequate by applicative law and regulation, the Accretion will not be fabricated available, anon or indirectly, in, into or from a Belted Administration breadth to do so would aperture the laws in that jurisdiction. No actuality may vote in favour of the Accretion by any use, means, action or form, and the Accretion will not be able of acceptance, from or aural a Belted Jurisdiction, if to do so would accumulated a abuse of the laws of that jurisdiction. Accordingly, copies of this Advertisement and any academic affidavit apropos to the Accretion are not being, and allegation not be, anon or indirectly, mailed, transmitted or contrarily forwarded, broadcast or beatific in, into or from a Belted Jurisdiction, breadth to do so would aperture the laws in that jurisdiction, and bodies accepting this Advertisement and all abstracts apropos to the Accretion (including custodians, nominees and trustees) allegation not mail or contrarily administer or beforehand them in, into or from Belted Jurisdictions, breadth to do so would aperture the laws in that jurisdiction. If the Accretion is implemented by way of a Takeover Action (unless contrarily adequate by applicative law and regulation) the Takeover Action may not be fabricated anon or indirectly, in or into, or by the use of mails or any bureau or action (including but not apprenticed to, facsimile, e-mail or added cyberbanking transmission, buzzer or telephone) of artery or adopted business of, or of any adeptness of a national, accompaniment or added antithesis barter of any Belted Administration and the Takeover Action may not be able of accepting by any such use, means, action or facilities.

The availability of the New Takeda Antithesis beneath the Accretion to Canton Shareholders who are not citizen in the United Kingdom or Jersey, or the adeptness of those bodies to abide to ascendancy such securities, may be afflicted by the laws or authoritative requirements of the accordant administration in which they are resident. Bodies into whose ascendancy this Advertisement comes who are not citizen in the United Kingdom should acquaint themselves of, and observe, any applicative requirements. Canton Shareholders who are in any agnosticism apropos such affairs should argue an adapted complete cyberbanking adviser in their accordant administration afterwards delay. Any abortion to accede with such restrictions may accumulated a abuse of the antithesis laws of any such jurisdiction.

The New Takeda Antithesis may not be offered, awash or delivered, anon or indirectly, in, into or from any Belted Administration or to, or for the anniversary or anniversary of, any Belted Overseas Bodies except pursuant to an applicative absolution from, or in a transaction not accountable to, applicative antithesis laws of those jurisdictions, or contrarily adequate beneath applicative antithesis laws of those jurisdictions.

Further accommodation in affiliation to Canton Shareholders who are citizen in, commonly citizen in, or citizens of, jurisdictions alfresco the United Kingdom and Jersey will be complete in the Adjustment Document.

Additional admonition for US investors

Notice to US investors in Shire: the Accretion relates to the shares of a Jersey accession and is actuality fabricated by bureau of a adjustment of adjustment provided for beneath the Jersey Companies Law. A transaction able by bureau of a adjustment of adjustment is not accountable to the breakable action rules or the proxy abode rules beneath the US Barter Act, and it is accustomed that any New Takeda Antithesis to be issued pursuant to the Adjustment to Canton Shareholders would be issued in affirmation aloft the absolution from the allotment requirements beneath the US Antithesis Act provided by Area 3(a)(10) thereof. Beneath applicative US antithesis laws, bodies (whether or not US persons) who are or will be “affiliates” (within the acceptation of Rule 144 of the US Antithesis Act) of Takeda above-mentioned to, or after, the Able Date will be accountable to assertive alteration restrictions apropos to the New Takeda Antithesis accustomed in affiliation with the Acquisition. Accordingly, the Accretion is accountable to the acknowledgment requirements and practices applicative in the United Kingdom and Jersey to schemes of adjustment which adapt from the acknowledgment requirements of United States breakable action and proxy abode rules and the US Antithesis Act. If, in the future, Takeda contest the adapted to apparatus the Accretion by way of a Takeover Action and determines to extend the action into the United States, the Accretion will be fabricated in acquiescence with applicative United States laws and regulations, including any applicative exemptions beneath the US Barter Act. Cyberbanking admonition included in this Advertisement and the Adjustment Certificate has been or will access been able in accordance with accounting standards applicative in the United Kingdom and Jersey that may not be commensurable to cyberbanking admonition of US companies or companies whose cyberbanking statements are able in accordance with US GAAP.

The abandoning of appliance by a US holder for the alteration of its Canton Shares pursuant to the Adjustment will be a taxable transaction for United States federal assets tax purposes. Anniversary Canton Actor is apprenticed to argue his complete able adviser anon apropos the tax after-effects of the Accretion applicative to him, including beneath applicative United States accompaniment and local, as able-bodied as adopted and other, tax laws.

It may be difficult for US holders of Canton Shares to accomplish their rights and any affirmation arising out of the US federal laws, back Takeda and Canton are amid primarily in a non-US jurisdiction, and some or all of their admiral and admiral may be affiliation of a non-US jurisdiction. US holders of Canton Shares may not be able to sue a non-US accession or its admiral or admiral in a non-US cloister for violations of the US antithesis laws. Further, it may be difficult to bulldoze a non-US accession and its affiliates to accountable themselves to the administration and acumen of a US court.

New Takeda Antithesis issued pursuant to the Adjustment will not be registered beneath any US accompaniment antithesis laws and may alone be issued to bodies citizen in a accompaniment pursuant to an absolution from the allotment requirements of the antithesis laws of such state.

For the purpose of condoning for the absolution provided by Area 3(a)(10) of the US Antithesis Act, Canton will admonish the Cloister that its accepting of the Adjustment will be relied on by Takeda as an approval of the Adjustment afterward a audition on its candor to Canton Shareholders, at which Cloister audition all Canton Shareholders are advantaged to appear in actuality or through admonition to abutment or argue the accepting of the Adjustment and with anniversary to which notification will be accustomed to all such holders.

Forward Adorable Statements

This Advertisement contains assertive statements about Takeda and Canton that are or may be advanced adorable statements, including with anniversary to a accessible accumulated involving Takeda and Shire. All statements added than statements of complete facts included in this Advertisement may be advanced adorable statements. Afterwards limitation, advanced adorable statements about accommodate words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “aims”, “intends”, “will”, “may”, “should”, “would”, “could”, “anticipates”, “estimates”, “projects” or words or acceding of agnate actuality or the abrogating thereof. By their nature, advanced statements absorb accident and uncertainty, because they chronicle to contest and depend on affairs that will action in the approaching and the factors declared in the ambience of such advanced statements in this Advertisement could anniversary complete after-effects and developments to adapt materially from those bidding in or adumbrated by such advanced statements. Such risks and uncertainties include, but are not apprenticed to, the achievability that a accessible accumulated will not be pursued or consummated, abortion to accepting all-important authoritative approvals or to amuse any of the added altitude to the accessible accumulated if it is pursued, adverse furnishings on the bazaar bulk of Takeda’s or Shire’s accustomed shares and on Takeda’s or Shire’s operating after-effects because of a abortion to complete the accessible combination, abortion to realise the accustomed allowances of the accessible combination, abrogating furnishings apropos to the advertisement of the accessible accumulated or any added announcements apropos to the accessible accumulated or the cleanup of the accessible accumulated on the bazaar bulk of Takeda’s or Shire’s accustomed shares, cogent transaction costs and/or alien liabilities, accustomed bread-and-er and business altitude that affect the accumulated companies afterward the cleanup of the accessible combination, changes in global, political, economic, business, competitive, bazaar and authoritative forces, approaching barter and absorption rates, changes in tax laws, regulations, ante and policies, approaching business combinations or disposals and aggressive developments. Although it is believed that the expectations reflected in such advanced statements are reasonable, no affirmation can be accustomed that such expectations will prove to access been absolute and you are appropriately cautioned not to abode disproportionate affirmation on these advanced statements which allege alone as at the date of this Announcement.

Additional accident factors that may affect approaching after-effects are complete in Shire’s best contempo Anniversary Abode on Anatomy 10-K and in Shire’s consecutive Quarterly Belletrist on Anatomy 10-Q, in anniversary case including those risks categorical in ‘ITEM1A: Accident Factors’, and in Shire’s consecutive belletrist on Anatomy 8-K and added Antithesis and Barter Bureau filings (available at www.shire.com and www.sec.gov), the accommodation of which are not congenital by advertence into, nor do they anatomy allotment of, this Announcement. These accident factors abnormally authorize all advanced statements complete in this Advertisement and should additionally be brash by the reader.

All advanced statements attributable to Takeda or Canton or any actuality acting on either company’s anniversary are abnormally able in their absoluteness by this cautionary statement. Readers are cautioned not to abode disproportionate affirmation on these advanced statements that allege alone as of the date hereof. Except to the admeasurement contrarily adapted by applicative law, neither Takeda nor Canton undertake any obligation to alter or adapt advanced statements, whether as a aftereffect of new information, approaching contest or otherwise.

Medical information

This Advertisement contains admonition about accessories that may not be accessible and in all countries, or may be accessible beneath altered trademarks, for altered indications, in altered dosages, or in altered strengths. Annihilation complete herein should be brash a solicitation, beforehand or advertisement for any decree drugs, including the ones beneath development.

No accumulation forecasts or estimates

Unless abnormally declared otherwise, annihilation in this Advertisement (including any anniversary of estimated synergies) is brash as a accumulation anticipation or appraisal for any aeon and no anniversary in this Advertisement should be interpreted to beggarly that antithesis or antithesis per allotment or allotment per allotment for Takeda or Shire, as appropriate, for the accustomed or approaching cyberbanking years would necessarily bout or beat the complete appear antithesis or antithesis per allotment or allotment per allotment for Takeda or Shire, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any actuality who is absorbed in 1 per cent. or added of any chic of accordant antithesis of an offeree accession or of any antithesis barter offeror (being any offeror added than an offeror in anniversary of which it has been appear that its action is, or is adequate to be, alone in cash) allegation accomplish an Opening Position Acknowledgment afterward the accepting of the Action Aeon and, if later, afterward the advertisement in which any antithesis barter offeror is aboriginal identified. An Opening Position Acknowledgment allegation accommodate accommodation of the person’s interests and abbreviate positions in, and rights to subscribe for, any accordant antithesis of anniversary of (i) the offeree accession and (ii) any antithesis barter offeror(s). An Opening Position Acknowledgment by a actuality to whom Rule 8.3(a) applies allegation be fabricated by no afterwards than 3.30 pm (London time) on the 10th business day afterward the accepting of the Action Aeon and, if appropriate, by no afterwards than 3.30 pm (London time) on the 10th business day afterward the advertisement in which any antithesis barter offeror is aboriginal identified. Accordant bodies who accord in the accordant antithesis of the offeree accession or of a antithesis barter offeror above-mentioned to the borderline for authoritative an Opening Position Acknowledgment allegation instead accomplish a Ambidextrous Disclosure.

Under Rule 8.3(b) of the Takeover Code, any actuality who is, or becomes, absorbed in 1 per cent. or added of any chic of accordant antithesis of the offeree accession or of any antithesis barter offeror allegation accomplish a Ambidextrous Acknowledgment if the actuality deals in any accordant antithesis of the offeree accession or of any antithesis barter offeror. A Ambidextrous Acknowledgment allegation accommodate accommodation of the ambidextrous anxious and of the person’s interests and abbreviate positions in, and rights to subscribe for, any accordant antithesis of anniversary of (i) the offeree accession and (ii) any antithesis barter offeror, save to the admeasurement that these accommodation access ahead been appear beneath Rule 8. A Ambidextrous Acknowledgment by a actuality to whom Rule 8.3(b) applies allegation be fabricated by no afterwards than 3.30 pm (London time) on the business day afterward the date of the accordant dealing.

If two or added bodies act calm pursuant to an acceding or understanding, whether academic or informal, to accepting or ascendancy an absorption in accordant antithesis of an offeree accession or a antithesis barter offeror, they will be accounted to be a audible actuality for the purpose of Rule 8.3.

Opening Position Disclosures allegation additionally be fabricated by the offeree accession and by any offeror and Ambidextrous Disclosures allegation additionally be fabricated by the offeree company, by any offeror and by any bodies acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in anniversary of whose accordant antithesis Opening Position Disclosures and Ambidextrous Disclosures allegation be fabricated can be begin in the Acknowledgment Table on the Panel’s website at http://www.thetakeoverpanel.org.uk, including accommodation of the cardinal of accordant antithesis in issue, back the Action Aeon commenced and back any offeror was aboriginal identified. If you are in any agnosticism as to whether you are adapted to accomplish an Opening Position Acknowledgment or a Ambidextrous Disclosure, you should acquaintance the Panel’s Bazaar Surveillance Unit on 44 (0)20 7638 0129.

Electronic Communications

Please be acquainted that addresses, cyberbanking addresses and assertive added admonition provided by Canton Shareholders, bodies with admonition rights and added accordant bodies in affiliation with the abandoning of communications from Canton may be provided to Takeda during the Action Aeon as adapted beneath Area 4 of Appendix 4 of the Takeover Code to accede with Rule 2.11 of the Takeover Code.

Publication on Website and Availability of Adamantine Copies

A archetype of this Advertisement and the abstracts adapted to be appear by Rule 26 of the Takeover Code will be fabricated accessible (subject to assertive restrictions apropos to bodies citizen in Belted Jurisdictions) on Takeda’s and Shire’s websites at www.takeda.com/investors/offer-for-shire and www.shire.com appropriately by no afterwards than 12 apex (London time) on May 9, 2018, the Business Day afterward this Announcement. For the abstention of doubt, the accommodation of these websites are not congenital into and do not anatomy allotment of this Announcement.

Shire Shareholders may appeal a adamantine archetype of this Advertisement by: (i) contacting Souheil Salah during business hours on 44 (0) 203 5490660 (lines are accessible from 9am to 5pm (London time), Monday to Friday (excluding accessible holidays in England and Wales), or (ii) by adjustment a appeal by column to Souheil Salah, One Kingdom Street, 9th Floor, Paddington, London W2 6BD, UK. If you access accustomed this Advertisement in cyberbanking form, copies of this Advertisement and any certificate or admonition congenital by advertence into this certificate will not be provided unless such a appeal is made. Canton Shareholders may additionally appeal that all approaching documents, announcements and admonition to be beatific to them in affiliation to the Accretion should be in adamantine archetype form.

If you are in any agnosticism about the accommodation of this Advertisement or the action you should take, you are recommended to seek your own complete cyberbanking admonition anon from your stockbroker, coffer manager, solicitor, accountant or complete cyberbanking adviser appropriately authorised beneath Cyberbanking Casework (Jersey) Law 1998 (as amended) if you are citizen in Jersey, the Cyberbanking Casework and Markets Act 2000 (as amended) if you are citizen in the United Kingdom, or, if not, from accession appropriately authorised complete cyberbanking adviser.

Rounding

Certain abstracts included in this Advertisement access been subjected to rounding adjustments. Accordingly, abstracts credible for the aloft chic presented in altered tables may adapt hardly and abstracts credible as totals in assertive tables may not be an accession accession of the abstracts that advertise them.

APPENDIX ICONDITIONS AND FURTHER TERMS OF THE ACQUISITION

Part A: Altitude of the Adjustment and the Acquisition

Long Stop Date

1         The Accretion is codicillary aloft the Adjustment adequate absolute and effective, accountable to the Takeover Code, by not afterwards than the Continued Stop Date.

Scheme approval

2         The Adjustment will be accountable to the afterward conditions:

2.1      its approval by a majority in cardinal apery at atomic 75 per cent. of the voting rights of the Adjustment Shareholders (or the accordant chic or classes thereof, if applicable) who are present and vote (and who are advantaged to vote), whether in actuality or by proxy, at the Cloister Affair and at any abstracted chic affair which may be adapted by the Cloister (or at any break of any such meetings), such Cloister Affair and any such abstracted chic affair to be captivated on or afore the 22nd day afterwards the accustomed date of the Cloister Affair to be set out in the Adjustment Certificate (or such afterwards date, if any, as may, with the accord of the Panel, be agreed by Takeda and Canton and the Cloister may allow);

2.2      the Canton Resolutions actuality appropriately anesthetized by the requisite majority or majorities of Canton Shareholders at the Canton Accustomed Meeting, or at any break thereof, such Canton Accustomed Affair to be captivated on or afore the 22nd day afterwards the accustomed date of the Canton Accustomed Affair as set out in the Adjustment Certificate (or such afterwards date, if any, as may, with the accord of the Panel, be agreed by Takeda and Canton and the Cloister may allow); and

2.3      the sanction of the Adjustment by the Cloister (with or afterwards modification but accountable to any modification actuality on acceding adequate to Canton and Takeda) and the charge of a archetype of the Cloister Adjustment to the Registrar of Companies for registration.

Takeda Actor approval

3         The Accretion will be codicillary aloft the casual at the Takeda Amazing Accustomed Affair of the Takeda Resolutions.

General Conditions

4         In addition, accountable as declared in Allotment B beneath and to the requirements of the Panel, the Accretion will be codicillary aloft the afterward Altitude and, accordingly, the all-important accomplishments to accomplish the Adjustment able will not be taken unless such Altitude (as adapted if appropriate) access been annoyed or, breadth relevant, waived:

Admission of the New Takeda Securities

(a)        Takeda accepting submitted an appliance for advertisement of the New Takeda Shares to the Tokyo Banal Barter and the Bounded Japanese Banal Exchanges by no afterwards than three weeks above-mentioned to the Able Date and no argument accepting been accustomed from the Tokyo Banal Barter or the Bounded Japanese Banal Exchanges in affiliation thereto (or, if received, no such argument absolute outstanding), so that the New Takeda Shares will be accustomed to advertisement on the Tokyo Banal Barter and the Bounded Japanese Banal Exchanges with aftereffect from their arising and will be accustomed to trading on the Tokyo Banal Exchanges and the Bounded Japanese Banal Exchanges by no afterwards than 14 canicule afterwards the Able Date;

(b)        accepting accepting been accustomed by Takeda that the Takeda ADSs access been accustomed for listing, accountable to official apprehension of issuance, on the New York Banal Exchange;

Antitrust clearances

European Union alliance control

(c)        insofar as the Accretion avalanche aural the ambit of Council Adjustment (EC) 139/2004 (the “Regulation”):

(i)         the European Bureau demography a decision, on acceding analytic satisfactory to Takeda, that it shall not admit affairs beneath Commodity 6(1)(c) of the Adjustment in affiliation to the Accretion or any bulk arising from or apropos to the Acquisition;

(ii)        if the European Bureau makes a barometer beneath Commodity 9(1) of the Adjustment to the competent authorities of a Civic Antagonism Ascendancy (“NCA”) of any Associate Accompaniment added than the UK; that NCA demography a decision, on acceding analytic satisfactory to Takeda, of agnate aftereffect to that set out in sub-paragraph (i) above; and

(iii)       if the European Bureau makes a barometer beneath Commodity 9(1) of the Adjustment to the competent UK ascendancy (being the Antagonism and Markets Authority), it actuality accustomed on acceding satisfactory to Takeda that the Antagonism and Markets Ascendancy does not intend to accomplish a CMA Phase 2 Advertence of the Accretion or of any bulk arising from or apropos to the Acquisition;

United States alliance control

(d)        all all-important notifications and filings accepting been fabricated and all applicative cat-and-mouse periods (including any extensions thereof) beneath the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the rules and regulations fabricated thereunder accepting expired, accomplished or been concluded as adapted in anniversary case in anniversary of the Accretion (including, afterwards limitation, its implementation) and the accretion or the proposed accretion of any shares or added antithesis in, or ascendancy of, Canton by Takeda or any associate of the Added Takeda Group;

Chinese alliance control

(e)       

(i)         Accompaniment Administration for Bazaar Adjustment (“SAMR”) arising a apprehension acknowledging the Acquisition; or

(ii)        the applicative assay aeon pursuant to the PRC Anti-Monopoly Law, including any addendum of such period, accepting delayed and no prohibitions or akin altitude that are not on acceding analytic satisfactory to Takeda accepting been imposed by SAMR in affiliation to the Acquisition;

Japanese alliance control

(f)         the cat-and-mouse aeon beneath the Japanese Act on Prohibition of Clandestine Monopolization and Maintenance of Fair Barter (Act No. 54 of April 14, 1947, as amended) with anniversary to the Accretion accepting asleep and notification accepting been accustomed from the Japan Fair Barter Bureau (“JFTC”) of its accommodation not to affair a cease and abandon adjustment pursuant to Commodity 9 of JFTC Adjustment No. 1 of 1953;

Brazilian alliance control

(g)        Brazil’s Council for Bread-and-er Defence (“CADE”) accepting accustomed the cleanup of the Accretion actually or, if accustomed with conditions, on such altitude as are analytic satisfactory to Takeda, pursuant to the Brazilian antagonism law No 12529 of 30 November 2011, Appellation VII Chapter 3;

Notifications, cat-and-mouse periods and Authorisations

(h)        added than in affiliation to the affairs referred to in Altitude 4(a) to 4(g), all absolute notifications, filings or applications which are accounted all-important by Takeda accepting been fabricated in affiliation with the Accretion and all all-important cat-and-mouse periods and added time periods (including any extensions thereof) beneath any applicative legislation or adjustment of any administration accepting expired, accomplished or been concluded (as appropriate) and all accustomed and authoritative obligations in any administration accepting been complied with in anniversary case in anniversary of the Accretion and all Authorisations accounted analytic all-important by Takeda in any administration for or in anniversary of the Accretion and the accretion or the proposed accretion of any shares or added antithesis in, or ascendancy or administration of, Canton or any added associate of the Added Canton Accumulation by any associate of the Added Takeda Accumulation accepting been acquired in acceding and in a anatomy satisfactory to Takeda from all adapted Third Parties or (without ageism to the generality of the foregoing) from any actuality or bodies with whom any associate of the Added Canton Accumulation or the Added Takeda Accumulation has entered into acknowledged arrange and all such Authorisations necessary, adapted or adorable to backpack on the business of any associate of the Added Canton Accumulation in any administration accepting been acquired and all such Authorisations absolute in abounding force and aftereffect at the time at which the Accretion becomes contrarily able and there actuality no apprehension or allusion of an ambition to revoke, suspend, restrict, adapt or not to renew such Authorisations;

General antitrust and regulatory

(i)         added than in affiliation to the affairs referred to in Altitude 4(a) to 4(h), no antitrust regulator or added Third Affair accepting accustomed apprehension of a accommodation to take, institute, apparatus or abuse any action, proceeding, suit, investigation, enquiry or advertence (and in anniversary case, not accepting aloof the same), or accepting adapted any action to be taken or contrarily accepting done anything, or accepting enacted, fabricated or proposed any statute, regulation, decision, adjustment or change to appear convenance (and in anniversary case, not accepting aloof the same) and there not continuing to be outstanding any statute, regulation, accommodation or adjustment which would or adeptness analytic be accustomed to:

(i)         require, anticipate or materially break the denial or materially adapt the acceding envisaged for such denial by any associate of the Added Takeda Accumulation or by any associate of the Added Canton Accumulation of all or any absolute allotment of its businesses, assets or acreage or appoint any limitation on the adeptness of all or any of them to conduct their businesses (or any allotment thereof) or to own, ascendancy or administer any of their assets or backdrop (or any allotment thereof);

(ii)        crave any associate of the Added Takeda Accumulation or the Added Canton Accumulation to accepting or action to accepting any shares, added antithesis (or the equivalent) or absorption in any associate of the Added Canton Accumulation or any asset endemic by any Third Affair (other than in the accomplishing of the Acquisition);

(iii)       appoint any limitation on, or aftereffect in a break in, the adeptness of any associate of the Added Takeda Accumulation anon or alongside to acquire, ascendancy or to exercise finer all or any rights of buying in anniversary of shares or added antithesis in Canton or on the adeptness of any associate of the Added Canton Accumulation or any associate of the Added Takeda Accumulation anon or alongside to ascendancy or exercise finer all or any rights of buying in anniversary of shares or added antithesis (or the equivalent) in, or to exercise voting or administration ascendancy over, any associate of the Added Canton Group, to an admeasurement which is absolute in the ambience of the Accumulated Accumulation taken as a accomplished or absolute in the ambience or the Acquisition;

(iv)       contrarily abnormally affect any or all of the business, assets, profits or affairs of any associate of the Added Canton Accumulation or any associate of the Added Takeda Group;

(v)        aftereffect in any associate of the Added Canton Accumulation or any associate of the Added Takeda Accumulation abeyance to be able to backpack on business beneath any name beneath which it anon carries on business;

(vi)       accomplish the Acquisition, its accomplishing or the accretion or proposed accretion of any shares or added antithesis in, or ascendancy or administration of, Canton by any associate of the Added Takeda Accumulation void, unenforceable and/or actionable beneath the laws of any accordant jurisdiction, or otherwise, anon or indirectly, materially anticipate or prohibit, restrict, arrest or break or contrarily to a absolute admeasurement or contrarily materially baffle with the accomplishing of, or appoint absolute added altitude or obligations with anniversary to, or contrarily challenge, impede, baffle or crave absolute alteration of the Accretion or the accretion or proposed accretion of any shares or added antithesis in, or ascendancy or administration of, Canton by any associate of the Added Takeda Group;

(vii)       require, anticipate or materially break a denial by any associate of the Added Takeda Accumulation of any shares or added antithesis (or the equivalent) in any associate of the Added Canton Accumulation or any associate of the Added Takeda Group, to an admeasurement which is absolute in the ambience of the Accumulated Accumulation taken as a accomplished or absolute in the ambience of the Acquisition; or

(viii)      appoint any absolute limitation on the adeptness of any associate of the Added Takeda Accumulation of any associate of the Added Canton Accumulation to conduct, accommodate or according all or any allotment of its business with all or any allotment of the business of any added associate of the Added Takeda Accumulation and/or the Added Canton Group,

and all applicative cat-and-mouse and added time periods (including any extensions thereof) during which any such antitrust regulator or added Third Affair could adjudge to take, institute, apparatus or abuse any such action, proceeding, suit, investigation, enquiry or advertence or booty any added footfall beneath the laws of any administration in anniversary of the Accretion or the accretion or proposed accretion of any Canton Shares or contrarily arbitrate accepting expired, accomplished or been terminated;

Certain affairs arising as a aftereffect of any arrangement, agreement, etc.

(j)         except as Disclosed, there actuality no accouterment of any arrangement, agreement, lease, licence, franchise, admittance or added apparatus to which any associate of the Added Canton Accumulation is a affair or by or to which any such associate or any of its assets is or may be bound, advantaged or be accountable or any accident or accident which, as a aftereffect of the Accretion or the accretion or the proposed accretion by any associate of the Added Takeda Accumulation of any shares or added antithesis (or the equivalent) in Canton or because of a change in the ascendancy or administration of any associate of the Added Canton Accumulation or otherwise, would analytic be accustomed to aftereffect in, to an admeasurement which is absolute in the ambience of the Added Canton Accumulation taken as a accomplished or absolute in the ambience of the Acquisition:

(i)         any monies adopted by, or any added indebtedness, complete or contingent, of, or any admission accessible to, any associate of the Added Canton Accumulation actuality or adequate repayable, or able of actuality declared repayable, anon or above-mentioned to its or their declared adeptness date or affirmation date, or the adeptness of any such associate to borrow monies or access any acknowledgment actuality aloof or inhibited or actuality able of adequate or actuality aloof or inhibited;

(ii)        the conception or administration of any mortgage, allegation or added aegis absorption over the accomplished or any allotment of the business, acreage or assets of any associate of the Added Canton Accumulation or any such mortgage, allegation or added aegis absorption (whenever created, arising or accepting arisen) adequate enforceable;

(iii)       any such arrangement, agreement, lease, licence, franchise, admittance or added apparatus actuality concluded or the rights, liabilities, obligations or interests of any associate of the Added Canton Accumulation actuality abnormally adapted or abnormally afflicted or any arduous obligation or accountability arising or any adverse action actuality taken or arising thereunder;

(iv)       the rights, liabilities, obligations, interests or business of any associate of the Added Canton Accumulation or any associate of the Added Takeda Accumulation beneath any such arrangement, agreement, licence, permit, charter or apparatus or the interests or business of any associate of the Added Canton Accumulation or any associate of the Added Takeda Accumulation in or with any added actuality or anatomy or close or accession (or any adjustment or adjustment apropos to any such interests or business) actuality or adequate able of actuality terminated, or abnormally adapted or afflicted or any arduous obligation or accountability arising or any adverse action actuality taken thereunder;

(v)        any associate of the Added Canton Accumulation abeyance to be able to backpack on business beneath any name beneath which it anon carries on business;

(vi)       the bulk of, or the cyberbanking or trading position or affairs of, any associate of the Added Canton Accumulation actuality biased or abnormally affected; or

(vii)       the conception or dispatch of any accountability (actual or contingent) by any associate of the Added Canton Group,

and no accident accepting occurred which, beneath any accouterment of any arrangement, agreement, licence, permit, franchise, charter or added apparatus to which any associate of the Added Canton Accumulation is a affair or by or to which any such associate or any of its assets are bound, advantaged or subject, would aftereffect in any of the contest or affairs as are referred to in Altitude (j) to (vii);

Certain contest occurring back 31 December 2017

(k)        except as Disclosed, no associate of the Added Canton Accumulation accepting back 31 December 2017:

(i)         issued or agreed to affair or authorised or proposed the issue, of added shares of any class, or antithesis or antithesis convertible into, or changeable for, or rights, warrants or options to subscribe for or acquire, any such shares, antithesis or convertible antithesis or transferred or awash or agreed to alteration or advertise or authorised or proposed the alteration or auction of Canton Shares out of treasury (except, breadth relevant, as amid Canton and wholly endemic subsidiaries of Canton or amid the wholly endemic subsidiaries of Canton and except for the affair or alteration out of treasury of Canton Shares on the exercise of agent allotment options or vesting of agent allotment awards in the accustomed beforehand beneath the Canton Allotment Plans);

(ii)        recommended, declared, paid or fabricated or apprenticed to recommend, declare, pay or accomplish any bonus, allotment or added administration (whether payable in banknote or otherwise) added than (i) assets (or added distributions whether payable in banknote or otherwise) accurately paid or fabricated by any wholly endemic accessory of Canton to Canton or any of its wholly endemic subsidiaries and (ii) Adequate Assets declared or paid by Canton in the accustomed beforehand above-mentioned to the Able Date;

(iii)       added than pursuant to the Accretion (and except for affairs amid Canton and its wholly endemic subsidiaries or amid the wholly endemic subsidiaries of Canton and affairs in the accustomed beforehand of business) implemented, effected, authorised or proposed or appear its ambition to implement, effect, authorise or adduce any merger, demerger, reconstruction, amalgamation, scheme, charge or accretion or auctioning of assets or shares or accommodation basic (or the agnate thereof) in any adventure or undertakings in any such case to an admeasurement which is absolute in the ambience of the Added Canton Accumulation taken as a accomplished or in the ambience of the Acquisition;

(iv)       except for affairs amid Canton and its wholly endemic subsidiaries or amid the wholly endemic subsidiaries of Shire, and except for affairs in the accustomed beforehand of business, disposed of, or transferred, mortgaged or created any aegis absorption over any asset or any right, appellation or absorption in any asset or authorised, proposed or appear any ambition to do so in a abode which is absolute in the ambience of the Added Canton Accumulation taken as a accomplished or in the ambience of the Acquisition;

(v)        except for affairs amid Canton and its wholly endemic subsidiaries or amid the wholly endemic subsidiaries of Canton and except for affairs in the accustomed course, issued, authorised or proposed or appear an ambition to authorise or propose, the affair of or fabricated any change in or to the acceding of any debentures or become accountable to any accidental accountability or incurred or added any acknowledgment in anniversary case which is absolute in the ambience of the Added Canton Accumulation taken as a accomplished or absolute in the ambience of the Acquisition;

(vi)       entered into or assorted or authorised, proposed or appear its ambition to access into or adapt any contract, arrangement, agreement, transaction or charge (whether in anniversary of basic bulk or otherwise) which is alfresco of the accustomed beforehand and is of a long-term, abnormal or arduous attributes or consequence or which is or which involves an obligation of a attributes or consequence which is materially akin on the Added Canton Accumulation taken and as a whole, and in either case which is absolute in the ambience of the Added Canton Accumulation taken as a accomplished or absolute in the ambience of the Acquisition;

(vii)       entered into or materially assorted the acceding of, or fabricated any action (which charcoal accessible for acceptance) to access into or materially adapt the acceding of any contract, anniversary agreement, charge or adjustment with any ambassador or, except for bacon increases, bonuses or variations of acceding in the accustomed course, chief controlling of Shire, added than as agreed by the Panel or agreed with Takeda;

(viii)      proposed, agreed to accommodate or adapted the acceding of any allotment advantage scheme, allurement adjustment or added anniversary apropos to the appliance or abortion of appliance of any agent of the Added Canton Accumulation which are absolute in the ambience of the Added Canton Accumulation taken as a accomplished or absolute in the ambience of the Acquisition, added than in accordance with the acceding of the Accretion or as agreed by the Panel or Takeda;

(ix)       purchased, adored or repaid or appear any angle to purchase, redeem or accord any of its own shares or added antithesis or bargain or, except in anniversary of the affairs mentioned in sub-paragraph (i) above, fabricated any added change to any allotment of its allotment capital;

(x)        except in the accustomed beforehand of business, waived, compromised or acclimatized any affirmation by or adjoin any associate of the Added Canton Accumulation which is absolute in the ambience of the Added Canton Accumulation as a accomplished or absolute in the ambience of the Acquisition;

(xi)       concluded or assorted the acceding of any acceding or adjustment which is of a continued appellation or abnormal attributes amid any associate of the Added Canton Accumulation and any added actuality in a abode which is materially adverse to the Added Canton Accumulation taken as a whole;

(xii)      fabricated or agreed or consented to or acquired any change to, or the babysitter or trustee of any adjustment accepting fabricated a change to:

(a)      the acceding of the administering abstracts of any alimony scheme(s) accustomed by any associate of the Added Canton Accumulation for its directors, aloft directors, employees, aloft admiral or their dependants;

(b)      the contributions payable to any such scheme(s) or to the allowances which accrue, or to the pensions which are payable, thereunder;

(c)      the abject on which accomplishment for, or accretion or alms to, such allowances or pensions are afflicted or determined; or

(d)      the abject aloft which the liabilities (including pensions) of such alimony schemes are funded, valued, made, agreed or consented to,

to an admeasurement which is in any such case absolute in the ambience of the Added Canton Accumulation taken as a accomplished or absolute in the ambience of the Acquisition, and added than in accordance with applicative law;

(xiii)     backpack out any act:

(a)      which would or could analytic be accustomed to beforehand to the accepting of the ambagious up of any alimony scheme(s) accustomed by any associate of the Added Canton Accumulation for its directors, aloft directors, employees, aloft admiral or their dependants;

(b)      which would or adeptness actualize a absolute debt owed by an employer to any such plan; or

(c)      which would or adeptness beforehand any obligation on any employer to armamentarium or pay added contributions to any such plan,

to an admeasurement which is in any such case absolute in the ambience of the Added Canton Accumulation taken as a accomplished or absolute in the ambience of the Acquisition;

(xiv)      been unable, or accustomed in autograph that it is unable, to pay its debts back they abatement due or commenced negotiations with one or added of its creditors with a appearance to rescheduling or restructuring any of its indebtedness, or accepting chock-full or abeyant (or threatened to stop or suspend) acquittal of its debts about or accomplished or threatened to cease accustomed on all or a abundant allotment of its business, in anniversary case which is absolute in the ambience of the Added Canton Accumulation taken as a accomplished or absolute in the ambience of the Acquisition;

(xv)      (other than in anniversary of a associate of the Added Canton Accumulation which is abeyant and was bread-and-er at the accordant time) taken any steps, accumulated action or had any acknowledged affairs instituted or threatened adjoin it in affiliation to the abeyance of payments, a break of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the adjustment of a receiver, administrator, authoritative receiver, trustee or agnate administrator of all or any of its assets or revenues or any akin or agnate accomplish or affairs in any administration or appointed any akin actuality in any administration or had any such actuality appointed, in any case which is absolute in the ambience of the Added Canton Accumulation taken as a accomplished or absolute in the ambience of the Acquisition;

(xvi)      (except for affairs amid Canton and its wholly endemic subsidiaries or amid the wholly endemic subsidiaries of Shire), made, authorised, proposed or appear an ambition to adduce any change in its accommodation capital, in any case which is absolute in the ambience of the Added Canton Accumulation taken as a accomplished or absolute in the ambience of the Acquisition;

(xvii)     except for affairs amid assembly of the Added Canton Accumulation and affairs entered into the accustomed beforehand of business, entered into, implemented or authorised the access into, any collective venture, asset or accumulation administration arrangement, affiliation or alliance of business or accumulated entities, in any case which is absolute in the ambience of the Added Canton Accumulation taken as a accomplished or absolute in the ambience of the Acquisition; or

(xviii)    entered into any agreement, arrangement, charge or adjustment or anesthetized any resolution or fabricated any action (which charcoal accessible for acceptance) with anniversary to or appear an ambition to, or to adduce to, aftereffect any of the transactions, affairs or contest referred to in this Action (k);

No adverse change, litigation, authoritative enquiry or similar

(l)         except as Disclosed, back 31 December 2017 there accepting been, in anniversary case to an admeasurement which is absolute in the ambience of the Added Canton Accumulation taken as a accomplished or absolute in the ambience of the Acquisition:

(i)         no adverse change and no accident accepting arisen which would or adeptness analytic be accustomed to aftereffect in any adverse change in, the business, assets, cyberbanking or trading position or profits or affairs or operational achievement of any associate of the Added Canton Group;

(ii)        no litigation, adjudication proceedings, case or added acknowledged affairs accepting been threatened, appear or instituted by or adjoin or absolute outstanding adjoin or in anniversary of, any associate of the Added Canton Accumulation or to which any associate of the Added Canton Accumulation is or may become a affair (whether as claimant, actor or otherwise) accepting been threatened, announced, instituted or absolute outstanding by, adjoin or in anniversary of, any associate of the Added Canton Group;

(iii)       no enquiry, assay or assay by, or complaint or advertence to, any Third Affair adjoin or in anniversary of any associate of the Added Canton Accumulation accepting been threatened in writing, appear or instituted or absolute outstanding by, adjoin or in anniversary of any associate of the Added Canton Group;

(iv)       no accidental or added accountability accepting arisen or become credible to Takeda which is or would be analytic adequate to affect abnormally the business, assets, cyberbanking or trading position or profits or affairs of any associate of the Added Canton Group; and

(v)        no accomplish accepting been taken and no omissions accepting been fabricated which are analytic adequate to aftereffect in the withdrawal, cancellation, abortion or modification of any licence captivated by any associate of the Added Canton Accumulation which is all-important for the able accustomed on of its business;

No assay of assertive affairs apropos information, liabilities and ecology issues

(m)       except as Disclosed, Takeda not accepting discovered, in anniversary case to an admeasurement which is absolute in the ambience of the Added Canton Accumulation taken as a accomplished or absolute in the ambience of the Acquisition:

(i)         that any financial, business or added admonition apropos the Added Canton Accumulation about appear above-mentioned to the date of this Advertisement by or on anniversary of any associate of the Added Canton Accumulation is misleading, contains a absolute bribery of any fact, or omits to accompaniment a actuality all-important to accomplish that admonition not ambiguous breadth the accordant admonition has not afterwards been adapted above-mentioned to the date of this Advertisement by disclosure, either about or contrarily to Takeda;

(ii)        that any associate of the Added Canton Accumulation is accountable to any liability, accidental or contrarily which is not Appear in the anniversary abode and accounts of Canton for the cyberbanking year concluded 31 December 2017;

(iii)       that any accomplished or present associate of the Added Canton Accumulation has bootless to accede in any absolute anniversary with any applicative legislation, regulations or added requirements of any administration or any Authorisations apropos to the use, treatment, storage, carriage, disposal, discharge, spillage, release, aperture or discharge of any decay or chancy actuality or any actuality adequate to blemish the ambiance (including property) or abuse animal bloom or contrarily apropos to ecology affairs or the bloom and affirmation of humans, which non-compliance would be adequate to accord acceleration to any accountability including any amends for non-compliance (whether complete or contingent) on the allotment of any associate of the Added Canton Group; or

(iv)       that there is or is analytic adequate to be any obligation or accountability (whether complete or contingent) or affirmation to accomplish good, remediate, repair, reinstate or apple-pie up any property, asset or any controlled amnion currently or ahead owned, occupied, operated or fabricated use of or controlled by any accomplished or present associate of the Added Canton Accumulation (or on its behalf), or in which any such associate may access or ahead access had or be accounted to access had an interest, beneath any ecology legislation, accustomed law, regulation, notice, circular, Authorisation or adjustment of any Third Affair in any administration or to accord to the bulk thereof or associated therewith or atone any actuality in affiliation thereto;

Anti-corruption

(n)        except as Disclosed, Takeda not accepting discovered, in anniversary case to an admeasurement which is absolute in the ambience of the Added Canton Accumulation taken as a accomplished or absolute in the ambience of the Acquisition:

(i)         any associate of the Added Canton Accumulation or any actuality that performs or has performed casework for or on anniversary of any such accession is or has affianced in any activity, convenance or conduct which would accumulated an answerability beneath the Bribery Act 2010, the United States Adopted Corrupt Practices Act of 1977, as amended, or any added applicative anti-corruption legislation; or

(ii)        any accomplished or present associate of the Added Canton Accumulation has affianced in any action or business with, or fabricated any investments in, or fabricated any payments to any government, commodity or alone covered by any of the bread-and-er sanctions administered by the United Nations or the European Union (or any of their corresponding associate states) or the United States Adjustment of Adopted Assets Ascendancy or any added governments or supranational anatomy or ascendancy in any jurisdiction;

No bent property

(o)        except as Disclosed, Takeda not accepting discovered, in anniversary case to an admeasurement which is absolute in the ambience of the Added Canton Accumulation taken as a accomplished or absolute in the ambience of the Acquisition,

 any asset of any associate of the Added Canton Accumulation that constitutes bent acreage as authentic by area 340(3) of the Gain of Crime Act 2002 (but behindhand branch (b) of that definition).

Part B: Assertive added acceding of the Acquisition

1         Accountable to the requirements of the Panel, Takeda affluence the adapted to waive:

(i)       any of the Altitude set out in the aloft Action 2 for the timing of the Cloister Affair and the Canton Accustomed Meeting. If any such borderline is not met, Takeda will accomplish an advertisement by 8.00 a.m. on the Business Day afterward such borderline acknowledging whether it has invoked or waived the accordant Action or agreed with Canton to extend the borderline in affiliation to the accordant Condition. In all added respects, Action 2 cannot be waived; and

(ii)        in accomplished or in part, all or any of the aloft Altitude 4(b) to 4(o) (inclusive) (in the case of 4(b) with the above-mentioned accounting accord of Shire).

Conditions 3, 4(a) and 4(b) cannot be waived (in the case of 4(b) afterwards the above-mentioned accounting accord of Shire). Altitude 3 and 4(a) allegation be accomplished by, and Altitude 4(b) to 4(o) (inclusive) allegation be accomplished or waived (in the case of 4(b) with the above-mentioned accounting accord of Shire) by, no afterwards than 11.59 p.m. on the date anon above-mentioned the Cloister Sanction Hearing.

2         If Takeda is adapted by the Panel to accomplish an action for Canton Shares beneath the accoutrement of Rule 9 of the Takeover Code, Takeda may accomplish such alterations to any of the aloft Altitude and acceding of the Accretion as are all-important to accede with the accoutrement of that Rule.

3         The Accretion will blooper if:

(i)         in so far as the Accretion or any bulk arising from or apropos to the Adjustment or Accretion constitutes a absorption with a Community ambit aural the ambit of the Regulation, the European Bureau either initiates affairs beneath Commodity 6(1) of the Adjustment or makes a barometer to a competent ascendancy in the United Kingdom beneath Commodity 9(1) of the Adjustment and there is again a CMA Phase 2 Reference; or

(ii)        the Accretion or any bulk arising from or apropos to the Adjustment or Accretion becomes accountable to a CMA Phase 2 Reference,

in anniversary case, afore the date of the Cloister Meeting.

4         Save breadth Takeda has accustomed the achievement or abandonment of all Altitude (other than Action 2) pursuant to the acceding of the Co-operation Agreement, Takeda will be beneath no obligation to abandon (if able of waiver), to actuate to be or abide annoyed or to amusement as accomplished any of Altitude 4(a) to 4(o) (inclusive) by a date beforehand than the latest date for the fulfilment of that Action admitting that the added Altitude of the Accretion may at such beforehand date access been waived or accomplished and that there are at such beforehand date no affairs advertence that any of such Altitude may not be able of fulfilment.

5         The Canton Shares acquired beneath the Accretion will be acquired absolutely paid and chargeless from all liens, equities, charges, encumbrances, options, rights of pre-emption and any added third affair rights and interests of any attributes and calm with all rights now or afterlife adhering or accruing to them, including, afterwards limitation, voting rights and the adapted to access and absorb in abounding all assets and added distributions (if any) declared, fabricated or paid, or any added acknowledgment of basic (whether by abridgement of allotment basic or allotment exceptional anniversary or otherwise) made, on or afterwards the Able Date (other than any Adequate Dividend).

6         If, afterwards the date of this Advertisement but above-mentioned to the Able Date, any allotment and/or added anatomy of basic acknowledgment or administration is declared, paid or fabricated or becomes payable by Shire, Takeda has agreed that Canton Shareholders will be advantaged to access any Adequate Assets afterwards any consequential abridgement in the appliance payable in anniversary of anniversary Canton Allotment (including such Canton Shares basal the Canton ADSs) beneath the Acquisition. If any allotment and/or added anatomy of basic acknowledgment or administration is authorised, declared, fabricated or paid in anniversary of Canton Shares on or afterwards the date of this Advertisement and above-mentioned to the Able Date, added than a Adequate Dividend, or in antithesis of a Adequate Dividend, Takeda affluence the adapted (without ageism to any adapted Takeda may have, with the accord of the Panel, to adjure Action 4(k)(ii) above) to abate the appliance payable in anniversary of anniversary Canton Allotment (including such Canton Shares basal the Canton ADSs) by an bulk agnate to all or any allotment of such excess, in the case of Adequate Dividends, or contrarily by the bulk of all or allotment of any such allotment and/or added anatomy of basic acknowledgment or distribution.

7         Takeda affluence the adapted to access (with the accord of the Panel and accountable to the acceding of the Co-operation Agreement) to apparatus the accretion of the Canton Shares and Canton ADSs by way of a Takeover Action as an accession to the Scheme: (i) with the accord of Shire; (ii) if a third affair announces a close ambition to accomplish an action for the issued and to be issued accustomed allotment basic of Shire; (iii) if the Canton Admiral access withdrawn, or abnormally modified, abnormally able or bootless to provide, or they access bootless to acknowledge (when requested by Takeda to do so) their accustomed and absolute advocacy that the Canton Shareholders vote in favour of the Adjustment and the Canton Resolutions (including above-mentioned to advertisement of the Adjustment Document, their ambition to do so); or (iv) added than in assertive affairs authentic in the Co-operation Agreement, if the Cloister Affair or Canton Accustomed Affair is not captivated by the 22nd day afterwards the accustomed date of such affairs as set out in the Adjustment Certificate (or such afterwards date as may, with the accord of the Panel, be agreed amid Takeda and Canton and the Cloister may allow).

8         The availability of the Accretion to bodies not citizen in the United Kingdom may be afflicted by the laws of the accordant jurisdictions. Bodies who are not citizen in the United Kingdom should acquaint themselves about and beam any applicative requirements. The New Takeda Antithesis to be issued pursuant to the Accretion access not been and will not be registered beneath the US Antithesis Act nor beneath any of the accordant antithesis laws of any added Belted Jurisdiction. Accordingly, the New Takeda Antithesis may not be offered, awash or delivered, anon or indirectly, in the United States, or any added Belted Jurisdiction, except pursuant to exemptions from applicative requirements of any such jurisdiction, including the absolution from the allotment requirements of the US Antithesis Act provided by Section 3(a)(10) thereof.

9         The Accretion is not actuality made, anon or indirectly, in, into or from, or by use of the mails of, or by any bureau of action (including, but not apprenticed to, facsimile, e-mail or added cyberbanking transmission, buzzer or telephone) of artery or adopted business of, or of any adeptness of a national, accompaniment or added antithesis barter of, any Belted Administration breadth to do so would aperture the laws of that jurisdiction.

10       The Adjustment will be complete by Jersey law and will be accountable to the administration of the Cloister and to the Altitude and added acceding set out in this Appendix I and to be set out in the Adjustment Document. The Co-operation Acceding and any altercation or affirmation arising out of, or in affiliation with, (whether acknowledged or non-contractual in nature) is complete by English law (save to the admeasurement abnormally set out therein) and is accountable to the administration of the courts of England and Wales. The Accretion will be accountable to the applicative requirements of Jersey law, the Takeover Code, the Panel, the Advertisement Rules, the London Banal Exchange, the Cyberbanking Conduct Ascendancy and the UKLA.

11       The New Takeda Shares will be issued accustomed as absolutely paid and will rank pari passu in all aspects with the Takeda Shares in affair at that time, including the adapted to access and absorb assets and added distributions declared, fabricated or paid by advertence to a almanac date falling on or afterwards the Able Date.

12       Anniversary of the Altitude will be admired as a abstracted Action and will not be apprenticed by advertence to any added Condition.

 

APPENDIX IISOURCES OF INFORMATION AND BASES OF CALCULATION

(i)      The “Latest Accessible Date” for the purposes of this Advertisement means:

·            with anniversary to the complete cardinal of Takeda Shares currently in issue, April 30, 2018;

·            with anniversary to the trading bulk of a Takeda Allotment on the Tokyo Banal Exchange, May 2, 2018; and

·            otherwise, May 4, 2018.

(ii)     As at the Latest Accessible Date, there were 913,621,638 Canton Shares in affair (excluding 7,357,283 accustomed shares captivated in treasury). The All-embracing Antithesis Identification Cardinal for the Canton Shares is JE00B2QKY057.

(iii)    Any references to the issued and to be issued accustomed allotment basic of Canton are based on:

·            the 913,621,638 Canton Shares referred to in branch (ii) above; and

·            25,151,718 Canton Shares which may be issued on or afterwards the date of this Advertisement to amuse the exercise of options/share acknowledgment rights or vesting of awards outstanding beneath the Canton Allotment Affairs as at May 1, 2018, estimated based on the closing bulk of ¥4,535 per Takeda Allotment and the barter ante of £:¥ of 147.61 and £:$ of 1.3546, as at the Latest Accessible Date; less

·            847,828 Canton Shares as at April 30, 2018 captivated by the Canton Agent Anniversary Affirmation which can be acclimated to amuse the exercise of options/share acknowledgment rights or vesting of awards beneath the Canton Allotment Plans.

(iv)     As at the Latest Accessible Date, there were 794,530,136 Takeda Shares in affair (excluding 161,259 accustomed shares captivated in treasury), consisting of 781,110,160 accustomed shares with voting rights attached, and 13,419,976 accustomed shares in anniversary of which the voting rights adhering to such shares are not exercisable or which do not backpack voting rights.

(v)     The bulk placed by the Accretion on the complete issued and to be issued accustomed allotment basic of Canton is calculated:

·            by advertence to an agnate bulk of £49.01 per Canton Allotment based on the closing bulk of ¥4,923 per Takeda Allotment and the barter ante of £:¥ of 1:151.51 and £:$ of 1:1.3945 on April 23, 2018; and

·            on the abject of the issued and to be issued allotment basic of Canton (as set out in branch (iii) above).

(vi)      The allotment basic of the Accumulated Accumulation (being 1,581,449,654) has been afflicted as the sum of:

·            794,530,136 Takeda Shares, actuality the cardinal of Takeda Shares in affair as at the Latest Accessible Date; and

·            786,919,518 New Takeda Shares which would be issued pursuant to the acceding of the Accretion (being 0.839 New Takeda Shares to be issued per Canton Allotment assorted by the issued and to be issued allotment basic of Canton as set out in branch (iii) above).

(vii)    The allotment of the allotment basic of the Accumulated Accumulation that will be endemic by Canton Shareholders is afflicted by adding the cardinal of New Takeda Shares to be issued pursuant to the acceding of the Accretion referred to in branch (vi) aloft by the issued allotment basic of the Accumulated Accumulation (as set out in branch (vi) above) and adding the constant sum by 100 to aftermath a percentage.

(viii)     The bazaar capitalisation of Takeda has been calculated:

·            by advertence to the closing bulk of ¥4,535 per Takeda Allotment as at the Latest Accessible Date; and

·            on the abject of the allotment basic of Takeda (as set out in branch (iv) above).

(ix)      The pro forma bazaar capitalisation of the Accumulated Accumulation has been calculated:

·            by advertence to the closing bulk of ¥4,535 per Takeda Allotment as at the Latest Accessible Date; and

·            on the abject of the allotment basic of the Accumulated Accumulation (as set out in branch (vi) above).

(x)      Unless contrarily declared all prices and closing prices for Canton Shares and Takeda Shares are acquired from Bloomberg.

(xi)     The accumulated abounding boilerplate bulk of a Canton Allotment is acquired from Bloomberg by advertence to the accumulated abounding boilerplate bulk over the aftermost 30 Canton trading canicule up to March 23, 2018 (being the aftermost Business Day above-mentioned to rumours of Takeda’s accessible absorption in an action for Shire).

(xii)    Unless contrarily stated, the cyberbanking admonition apropos to Canton is extracted from the audited circumscribed cyberbanking statements of Canton for the cyberbanking year to December 31, 2017 and from the unaudited circumscribed cyberbanking statements of Canton for the three months concluded March 31, 2018, able in accordance with US GAAP.

(xiii)   The cyberbanking admonition apropos to Takeda is extracted from the circumscribed cyberbanking statements of Takeda for the cyberbanking year concluded March 31, 2017 and the nine months concluded December 31, 2017, able in accordance with IFRS.

(xiv)   Unless contrarily stated, breadth amounts are credible in both Japanese Yen and US Dollars, or adapted amid the aloft currencies, in this document, an barter bulk of $1.00:¥108.97 as at the Latest Accessible Date has been used, which has been acquired from abstracts provided by Bloomberg.

(xv)    Unless contrarily stated, breadth amounts are credible in both Japanese Yen and Sterling, or adapted amid the aloft currencies, in this document, an barter bulk of £1.00:¥147.61 as at the Latest Accessible Date has been used, which has been acquired from abstracts provided by Bloomberg.

(xvi)   Unless contrarily stated, breadth amounts are credible in both US Dollars and Sterling, or adapted amid the aloft currencies, in this document, an barter bulk of £1.00:$1.3546 as at the Latest Accessible Date has been used, which has been acquired from abstracts provided by Bloomberg.

(xvii)  The synergy numbers are unaudited and are based on assay by Takeda’s administration and on Takeda’s centralized records. Added admonition basal the Quantified Cyberbanking Allowances Anniversary complete in this Advertisement is provided in Appendix IV to this Announcement.

 

APPENDIX IIIIRREVOCABLE UNDERTAKINGS

Irrevocable undertakings in anniversary of Canton Shares (including such Canton Shares represented by Canton ADSs)

Shire Directors’ Assertive Undertakings

Name of Canton Director

Number of Canton Shares in anniversary of which adventure is given

Percentage of Canton issued allotment basic (excluding treasury shares) (1)

Olivier Bohuon

2,577

<0.01

Ian Clark

759 (held as ADSs)

<0.01

Thomas Dittrich

9,400

<0.01

Gail Fosler

24,435 (held as ADSs)

<0.01

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Steven Gillis

4,998 (held as ADSs)

<0.01

David Ginsburg

3,255 (held as ADSs)

<0.01

Susan Kilsby

25,470

<0.01

Sara Mathew

8,622

<0.01

Flemming Ornskov

227,577 (181,677 captivated as ADSs)

0.02

Albert Stroucken

60,513 (held as ADSs)

<0.01

Total

367,606

0.04

 

Ordinary shares that are captivated in the anatomy of ADSs: one ADS is agnate to three accustomed shares of 5p each.

(1) As at the Latest Accessible Date.

The obligations of the Canton Admiral beneath the assertive undertakings shall blooper and cease to access aftereffect on and from the beforehand of the afterward occurrences:

·      if Takeda announces that it does not intend to beforehand with the Accretion and no new, revised or backup Adjustment or Takeover Action is appear by Takeda in accordance with Rule 2.7 of the Takeover Code at the aloft time;

·      in affairs breadth the Accretion is actuality implemented by way of the Adjustment and Takeda elects to exercise its adapted to aftereffect a Switch (as authentic in the Co-operation Agreement) in accordance with the acceding of the Co-operation Agreement, if the Action Certificate has not been despatched aural 28 canicule of the date of affair of the columnist advertisement advertisement the change in anatomy (or such afterwards date as the Panel may agree);

·      on the beforehand of: (i) the Continued Stop Date; and (ii) the date on which the Adjustment (or Takeover Offer, as applicable) lapses or is aloof in accordance with its acceding (other than breadth such blooper or withdrawal: (a) is as a aftereffect of the exercise of Takeda’s adapted to aftereffect a Switch (as authentic in the Co-operation Agreement) in accordance with the Co-operation Agreement; or (b) is contrarily to be followed by an advertisement beneath Rule 2.7 of the Takeover Code fabricated by Takeda or a actuality acting in concert with Takeda to apparatus the Accretion by a altered action or adjustment on essentially the aloft or bigger acceding and which is recommended by the Canton Directors); or

·      any aggressive action for the complete issued and to be issued accustomed allotment basic of Canton is fabricated which is declared wholly absolute (if implemented by way of takeover offer) or contrarily becomes able (if implemented by way of a adjustment of arrangement).

 

Irrevocable undertakings in anniversary of Takeda Shares

Takeda Directors’ Assertive Undertakings

Name of Takeda Director

Number of Takeda Shares in anniversary of which adventure is given

Percentage of Takeda issued allotment capital

Christophe Weber

81,700

0.01

Masato Iwasaki

8,996

<0.01

Yoshiaki Fujimori

1,300

<0.01

Masahiro Sakane

900

<0.01

Toshiyuki Shiga

700

<0.01

Yasuhiko Yamanaka

17,800

<0.01

Shiro Kuniya

1,700

<0.01

Koji Hatsukawa

600

<0.01

Total

113,696

0.01

 

The obligations of the Takeda Admiral beneath the assertive undertakings shall blooper and cease to access aftereffect on and from the beforehand of the afterward occurrences:

·     Takeda announces that it does not intend to beforehand with the Accretion and no new, revised or backup Adjustment is appear by Takeda in accordance with Rule 2.7 of the Code at the aloft time;

·     the Adjustment Certificate is not despatched on or afore December 31, 2018 (or such afterwards date as Canton and Takeda, with the accord of the Panel, may agree);

·     on the beforehand of: (i) the Continued Stop Date; and (ii) the date on which the Adjustment (or Takeover Offer, as the case may be) lapses or is aloof in accordance with its acceding (other than breadth such blooper or withdrawal: (a) is as a aftereffect of the exercise of Takeda’s adapted to aftereffect a Switch (as authentic in the Co-operation Agreement) in accordance with the acceding of the Co-operation Agreement; or (b) is contrarily to be followed by an advertisement beneath Rule 2.7 of the Code fabricated by Takeda or a actuality acting in concert with Takeda to apparatus the Accretion by a altered action or adjustment on essentially the aloft or bigger acceding and which is recommended by the Canton Directors); or

·     any aggressive action for the issued and to be issued accustomed allotment basic of Canton is fabricated which is declared wholly absolute (if implemented by way of takeover offer) or contrarily becomes able (if implemented by way of a adjustment of arrangement).

 

 

 

 

 

APPENDIX IVSTATEMENT ON QUANTIFIED FINANCIAL BENEFITS

Part A

Takeda has fabricated the afterward quantified cyberbanking allowances anniversary in branch 4 of the Advertisement (the “Quantified Cyberbanking Allowances Statement”):

“The Takeda Admiral apprehend alternating pre-tax bulk synergies for the Accumulated Accumulation to adeptness a run-rate of at atomic $1.4 billion per annum by the end of the third budgetary year afterward achievement of the Acquisition. Takeda expects these advancing synergies to accumulate as a complete aftereffect of the Accretion and that they would not contrarily be accomplished on a standalone basis.

Significant alternating bulk synergy abeyant

The basic elements of quantified bulk synergies, which are accustomed to appear from the bulk bases of both Canton and Takeda, include:

·            Manufacturing and supply: about 4 per cent. of the articular bulk synergies are accustomed to be generated from accumulation from in-sourcing Articulate Solid Dose accomplishment through Takeda antithesis capacity, efficiencies in operational accretion absorb and bargain overheads;

·            R&D: about 43 per cent. of the articular bulk synergies are accustomed to be generated from abatement of bifold R&D costs, through rationalising advancing assay and aboriginal date action programs to optimise bulk of R&D absorb and abbreviation overlapping resources; and

·            Sales, business and authoritative efficiencies: about 53 per cent. of the articular bulk synergies are accustomed to be generated from the abridgement of overlapping business attendance in gastroenterology (GI) and neuroscience, alliance of overlapping adjustment locations, the aishment of bifold IT systems, the optimisation of business and sales agent and non-employee costs and the abridgement of alike costs beyond axial abutment functions.

Realisation costs and bulk dis-synergies

The Takeda Admiral apprehend the realisation of the quantified synergies will crave estimated one-off banknote costs of about $2.4 billion incurred in the aboriginal three budgetary years afterward achievement of the Acquisition.

The Takeda Admiral do not apprehend any added absolute bulk dis-synergies to appear in affiliation with the Acquisition.”

Further admonition acknowledging the Quantified Cyberbanking Allowances Statement, including the arch assumptions and sources of information, is set out below.

Bases of Accepting for the Quantified Cyberbanking Allowances Statement

Synergy planning commenced in beforehand of the aboriginal admission by Takeda to the Canton Board, back a Takeda synergy accession was accustomed to appraise and appraise the abeyant synergies accessible from the Accretion and undertake an antecedent planning exercise.

The Takeda synergy accession has affianced with chief accountable bulk experts in the R&D, manufacturing, accounts and bartering anatomic areas aural the Takeda organisation to accommodate ascribe into the development of the bulk synergy plan and identification of abeyant savings. This has included ascribe from the Takeda controlling administration team.

In advancing a abundant synergy plan, the Takeda synergy accession has additionally formed alongside and with the abutment of alien consultants affianced by Takeda.

In advancing the Quantified Cyberbanking Allowances Statement, both Takeda and Canton access accumulated assertive operating and cyberbanking admonition to facilitate an assay in abutment of evaluating the abeyant synergies accessible from the Acquisition. In affairs breadth abstracts has been apprenticed for bartering or added reasons, the Takeda synergy accession has fabricated estimates and assumptions to aid its development of alone synergy initiatives. The appraisal and altitude of the abeyant synergies access in about-face been a by Takeda management’s industry acquaintance and adeptness of the complete businesses.

The baseline acclimated for the quantified bulk synergies is Shire’s approaching bulk abject for the cyberbanking year concluded December 31, 2018, accurate breadth accordant by assertive admonition from Takeda’s bulk abject for the cyberbanking year concluded March 31, 2018 and Takeda’s approaching bulk abject for the cyberbanking year catastrophe March 31, 2019.

In general, the synergy assumptions access in about-face been accident adjusted, appliance a amount of abstemiousness in the adding of the estimated synergy anniversary set out above.

In accession at the Quantified Cyberbanking Allowances Statements, the Takeda Admiral access assumed:

·            no absolute change in macroeconomic, political or acknowledged altitude in the markets and regions in which Takeda or Canton accomplish that materially appulse on the accomplishing or costs to accomplish the proposed bulk savings;

·            no absolute appulse on the basal operations of either accession or their adeptness to abide to conduct their businesses;

·            no absolute change in accustomed adopted barter rates;

·            no change in tax legislation or tax ante or added legislation or adjustment in the countries in which Takeda and Canton accomplish that could materially appulse the adeptness to accomplish any bulk savings; and

·            the achievement of the auctioning of the oncology business by Shire, as appear by Canton on April 16, 2018.

Reports

The Takeda Lath believes that the Accumulated Accumulation should be able to accomplish the synergies set out in the Quantified Cyberbanking Allowances Statement.

As adapted by Rule 28.1(a) of the Takeover Code, Deloitte LLP, as advertisement accountants to Takeda, and Evercore, J.P. Morgan Cazenove and Nomura, as cyberbanking admiral to Takeda, access provided the belletrist adapted beneath that Rule.

Copies of these belletrist are included in this Appendix IV. Anniversary of Deloitte LLP, Evercore, J.P. Morgan Cazenove and Nomura has accustomed and not aloof its accord to the advertisement of its abode in this Advertisement in the anatomy and ambience in which it is included.

Notes

1.         The statements of estimated bulk accumulation and synergies chronicle to approaching accomplishments and affairs which, by their nature, absorb risks, uncertainties and contingencies. As a result, the bulk accumulation and synergies referred to may not be achieved, or those accomplished could be materially altered from those estimated.

2.         No anniversary in the Quantified Cyberbanking Allowances Statement, or this Advertisement generally, should be construed as a accumulation anticipation or interpreted to beggarly that Takeda’s antithesis in the abounding aboriginal abounding year afterward the Acquisition, or in any consecutive period, would necessarily bout or be greater than or be beneath than those of Takeda and/or Canton for the accordant above-mentioned cyberbanking aeon or any added period.

3.         Due to the calibration of the Accumulated Group, there may be added changes to the Accumulated Group’s operations. As a result, and accustomed the actuality that the changes chronicle to the future, the constant bulk accumulation may be materially greater or beneath than those estimated.

 

Part BReport from Deloitte LLP

The Lath of Directors

on anniversary of Takeda Biologic Accession Limited

1-1, Doshomachi 4-chome

Chuo-ku

Osaka

540-8645

Japan

 

Evercore Partners All-embracing LLP

15 Stanhope Gate

London

W1K 1LN

UK

 

J.P. Morgan Antithesis plc

25 Coffer Street

Canary Wharf

London

E14 5JP

UK

 

Nomura All-embracing plc 

One Angel Lane

London

EC4R 3AB

UK

8 May 2018

 

 

Dear Sirs

 

RECOMMENDED OFFER FOR SHIRE PLC BY TAKEDA PHARMACEUTICAL COMPANY LIMITED (the “Offeror”)

 

We abode on the anniversary fabricated by the admiral of Takeda Biologic Accession Apprenticed (the “Directors”) of synergy allowances set out in Allotment A of Appendix IV to the Rule 2.7 Advertisement certificate (the “Announcement”) issued by the Offeror (the “Quantified Cyberbanking Allowances Statement” or the “Statement”). The Anniversary has been fabricated in the ambience of the disclosures aural Allotment A of Appendix IV ambience out, inter alia, the abject of the Directors’ accepting (identifying the arch assumptions and sources of information) acknowledging the Anniversary and their analysis, account and altitude of the basic elements. 

 

Responsibilities

 

It is the albatross of the Admiral to adapt the Anniversary in accordance with Rule 28 of the City Code on Takeovers and Mergers (the “Takeover Code”). 

 

It is our albatross to anatomy our opinion, as adapted by Rule 28.1(a) of the Takeover Code, as to whether the Anniversary has been appropriately aggregate on the abject declared and to abode that assessment to you.

 

This abode is accustomed alone for the purposes of acknowledging with Rule 28.1(a)(i) of the Takeover Code and for no added purpose. Therefore, to the fullest admeasurement adequate by law we do not access any added albatross to any actuality for any accident suffered by any such actuality as a aftereffect of, arising out of, or in affiliation with this abode or our statement, adapted by and accustomed alone for the purposes of acknowledging with Rule 23.2 of the Takeover Code, acknowledging to its admittance in the Announcement.

 

Basis of opinion

 

We conducted our assignment in accordance with the Standards for Beforehand Advertisement issued by the Auditing Practices Lath in the United Kingdom.

 

Our assignment included because whether the Anniversary has been accurately computed based aloft the appear bases of accepting (including the arch assumptions). Whilst the bases of accepting (and the arch assumptions) aloft which the Anniversary is based are alone the albatross of the Directors, we brash whether annihilation came to our absorption to announce that any of the bases of accepting (or arch assumptions) adopted by the Admiral which, in our opinion, are all-important for a able compassionate of the Anniversary access not been appear or if any abject of accepting (or arch assumption) fabricated by the Admiral appears to us to be unrealistic. Our assignment did not absorb any complete assay of any of the cyberbanking or added admonition basal the Statement.

 

We planned and performed our assignment so as to accepting the admonition and explanations we brash all-important in adjustment to accommodate us with reasonable affirmation that the Quantified Cyberbanking Allowances Anniversary has been appropriately aggregate on the abject stated.

 

Since the Anniversary (and the arch assumptions on which it is based) relates to the future, the complete synergy allowances accomplished are adequate to be altered from those advancing in the Anniversary and the differences may be material. Accordingly, we can accurate no assessment as to the achievability of the synergy allowances articular by the Admiral in the Statement.

 

Our assignment has not been agitated out in accordance with auditing or added standards and practices about accustomed in jurisdictions alfresco the United Kingdom, including the United States of America, and appropriately should not be relied aloft as if it had been agitated out in accordance with those standards and practices. We access not consented to the admittance of this abode and our assessment in any allotment anniversary filed with the SEC beneath the US Antithesis Act of 1933 (either anon or by assimilation by reference) or in any alms certificate enabling an alms of antithesis in the United States (whether beneath Rule 144A or otherwise). We appropriately access no albatross to, and abjure any accountability to, any actuality appliance this abode and assessment in affiliation with any alms of antithesis axial the United States of America or who makes a affirmation on the abject they had acted in affirmation on the protections afforded by United States of America law and regulation.

 

Opinion

 

In our opinion, based on the foregoing, the Quantified Cyberbanking Allowances Anniversary has been appropriately aggregate on the abject stated.

 

Yours faithfully

 

 

 

Deloitte LLP

 

Deloitte LLP is a apprenticed accountability affiliation registered in England and Wales with registered cardinal OC303675 and its registered adjustment at 2 New Street Square, London EC4A 3BZ, United Kingdom. Deloitte LLP is the United Kingdom associate of Deloitte NWE LLP, a associate close of Deloitte Touche Tohmatsu Limited, a UK clandestine accession apprenticed by acceding (“DTTL”). DTTL and anniversary of its associate firms are accurately abstracted and complete entities. DTTL and Deloitte NWE LLP do not accommodate casework to clients. Please see www.deloitte.com/about to apprentice added about our all-around adjustment of associate firms. 

 

Part CReport from Evercore, J.P. Morgan Cazenove and Nomura

The Lath of Directors

Takeda Biologic Accession Limited1-1, Doshomachi 4-chomeChuo-kuOsaka540-8645Japan

 

8 May 2018

Dear Sirs,

Recommended action by Takeda Apprenticed (“Takeda”) for Canton plc (“Shire”)

We accredit to the quantified cyberbanking allowances anniversary (the “Statement”) fabricated by Takeda set out in Appendix IV to the Rule 2.7 advertisement anachronous 8 May 2018 (the “Announcement”), for which the lath of admiral of Takeda (the “Takeda Directors”) are alone amenable beneath Rule 28.3 of the UK City Code on Takeovers and Mergers (the “Code”).

We access discussed the Anniversary (including the assumptions, bases of adding and sources of admonition referred to therein) with the Takeda Admiral and those admiral and admiral of Takeda who developed the basal affairs as able-bodied as with Deloitte LLP (“Deloitte”) as advertisement accountants. The Anniversary is accountable to ambiguity as declared in the Advertisement and our assignment did not absorb an complete examination, or verification, of any of the cyberbanking or added admonition basal the Statement.

We access relied aloft the accurateness and abyss of all the cyberbanking and added admonition provided to us by or on anniversary of Takeda and/or Shire, or contrarily discussed with or brash by us, in affiliation with the Statement, and we access affected such accurateness and abyss for the purposes of accouterment this letter.

We do not accurate any appearance as to the achievability of the quantified cyberbanking benefits, whether on the abject articular by the Takeda Admiral in the Statement, or otherwise.

We access additionally brash the assignment agitated out by Deloitte and access discussed with Deloitte its assessment addressed to you and us on this bulk and which is set out in Allotment B of Appendix IV of the Announcement, and the accounting behavior and bases of adding for the Statement.

This letter is provided to you alone accepting absorption to the requirements of, and in affiliation with, Rule 28.1(a)(ii) of the Code and for no added purpose. We access no albatross to Takeda, Canton or their shareholders or any actuality added than the Takeda Admiral in anniversary of the accommodation of this letter. We are acting alone as cyberbanking admiral to Takeda and no one abroad in affiliation with the action by Takeda for Canton and it was for the purpose of acknowledging with Rule 28.1(a)(ii) of the Code that Takeda requested Evercore Partners All-embracing LLP, J.P. Morgan Antithesis plc and Nomura All-embracing plc to adapt this letter apropos to the Statement. No actuality added than the Takeda Admiral can await on the accommodation of this letter, and to the fullest admeasurement adequate by law, we abnormally exclude and abandon all accountability (whether in contract, abomination or otherwise) to any added person, in anniversary of this letter, its accommodation or the assignment undertaken in affiliation with this letter or any of the after-effects or abstracts that may be acquired from this letter or any accounting or articulate admonition provided in affiliation with this letter, and any such accountability is abnormally disclaimed except to the admeasurement that such accountability cannot be afar by law.

On the abject of the foregoing, we accede that the Statement, for which you as the Takeda Admiral are alone responsible, has been able with due affliction and consideration.

Yours faithfully,

 

Evercore Partners All-embracing LLP, J.P. Morgan Antithesis plc and Nomura All-embracing plc

 

APPENDIX VDEFINITIONS

The afterward definitions administer throughout this Advertisement unless the ambience requires otherwise:

“Acquisition”

the proposed accretion by Takeda of the complete issued and to be issued accustomed allotment basic of Shire, to be able by bureau of the Adjustment or, should Takeda so access and accountable to the accord of the Panel and the acceding of the Co-operation Agreement, by bureau of a Takeover Action and, breadth the ambience admits, any consecutive revision, variation, addendum or face-lifting thereof

“ADR”

American Depositary Abandoning evidencing American Depositary Shares

“ADS”

American Depositary Share

“Announcement”

this advertisement fabricated pursuant to Rule 2.7 of the Takeover Code

“Authorisations”

regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals

“Brazil”

the Federative Republic of Brazil

“Business Day”

a day (other than a Saturday, Sunday or accessible anniversary in London, Jersey, New York or Tokyo) on which banks are accessible for business in London, Jersey, New York and Tokyo

“China”

the People’s Republic of China

“Citi”

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Citigroup All-around Markets Limited

“Clean Accession Acquaintance Agreement”

the apple-pie accession acceding declared in branch 11 of this Announcement

“Combined Group”

the connected accumulation complete the Canton Accumulation and the Takeda Accumulation afterward achievement of the Acquisition

“Competition and Markets Authority” or “CMA”

the competent UK authority, administration of the government of the United Kingdom, amenable for competition

“Conditions”

the altitude to the accomplishing of the Acquisition, as set out in Appendix I to this Advertisement and to be set out in the Adjustment Document

“Confidentiality Agreement”

the acquaintance acceding declared in branch 11 of this Announcement

“Confidentiality and Collective Aegis Agreement”

the collective aegis acceding declared in branch 11 of this Announcement

“Consideration”

the appliance payable to Canton Shareholders pursuant to the Acquisition, complete $30.33 in banknote and either 0.839 New Takeda Shares or 1.678 Takeda ADSs per Canton Share, as added absolutely set out in branch 2 of this Announcement

“Court”

the Royal Cloister of Jersey

“Court Meeting”

the affair or affairs of Canton Shareholders or any chic or classes thereof to be convened by adjustment of the Cloister pursuant to Commodity 125(1) of the Jersey Companies Law (notice of which will be set out in the Adjustment Document) for the purpose of because and, if anticipation fit, acknowledging the Scheme, including any break thereof

“Court Order”

the Act of the Cloister accepting the Adjustment beneath Commodity 125 of the Jersey Companies Law

“Court Sanction Hearing”

the audition of the Cloister to sanction the Adjustment beneath Commodity 125 of the Jersey Companies Law

“Co-operation Agreement”

the acceding anachronous May 8, 2018 amid Takeda and Canton relating, amid added things, to the accomplishing of the Acquisition

“Dealing Disclosure”

has the aloft acceptation as in Rule 8 of the Takeover Code

“Deloitte LLP”

Deloitte LLP, the United Kingdom associate close of Deloitte Touche Tohmatsu Limited, a UK clandestine accession apprenticed by guarantee, whose associate firms are accurately abstracted and complete entities

“Disclosed”

the admonition adequately appear by or on anniversary of Shire: (i) in the anniversary abode and accounts of the Canton Accumulation for the cyberbanking year concluded 31 December 2017; (ii) in this Announcement; (iii) in any added advertisement to a Authoritative Admonition Anniversary by, or on anniversary of Canton above-mentioned to the advertisement of this Announcement; (iv) in autograph above-mentioned to the date of this Advertisement to Takeda or Takeda’s financial, accounting, tax or acknowledged admiral (in their accommodation as such); or (v) as contrarily adequately appear to Takeda (or its corresponding officers, employees, agents or advisers) above-mentioned to the date of this Announcement

“Disclosure and Transparency Rules”

the acknowledgment rules fabricated by the FCA and basic allotment of the FCA’s handbook of rules and guidance, as adapted from time to time

“Effective Date”

the date on which either (i) the Adjustment becomes able pursuant to its terms; or (ii) if Takeda elects, in accordance with the accoutrement of the Co-operation Acceding to apparatus the Acquisition, by bureau of a Takeover Offer, the date on which the Takeover Action becomes or is declared wholly absolute in all respects in accordance with the requirements of the Takeover Code

“Evercore”

Evercore Partners All-embracing LLP

“FCA” or “Financial Conduct Authority”

the Cyberbanking Conduct Ascendancy acting in its accommodation as the competent ascendancy for the purposes of Allotment VI of the UK Cyberbanking Casework and Markets Act 2000

“FDA”

the United States Food and Biologic Administration

“FIEA”

the Japanese Cyberbanking Instruments and Barter Act (Act No. 25 1948) (and any amendments thereto)

“Forms of Proxy”

the forms of proxy for use in affiliation with the Cloister Affair and the Canton Accustomed Affair (as applicable) which shall accompany the Adjustment Document

“Goldman Sachs”

Goldman Sachs International

“IFRS”

International Cyberbanking Advertisement Standards

“Japan”

Japan, its cities, prefectures, territories and backing and all areas accountable to its administration and any political sub-division thereof

“Japanese Companies Act”

the Japanese Companies Act (Act No. 86 2005) (kaisha hou)

“Jersey”

the Bailiwick of Jersey

“Jersey Companies Law”

the Companies (Jersey) Law 1991, as adapted from time to time

“J.P. Morgan”

JPMorgan Antithesis Japan Co., Ltd., calm with its associate J.P. Morgan Cazenove

“J.P. Morgan Cazenove”

J.P. Morgan Antithesis plc, which conducts its UK beforehand cyberbanking business as J.P. Morgan Cazenove

“Latest Accessible Date”

has the acceptation accustomed in branch (i) of Appendix II to this Announcement

“Listing Rules”

the rules and regulations fabricated by the Cyberbanking Conduct Ascendancy in its accommodation as the UKLA beneath the Cyberbanking Casework and Markets Act 2000, and complete in the UKLA’s advertisement of the aloft name

“Local Japanese Banal Exchanges”

Nagoya Banal Exchange, Fukuoka Banal Barter and Sapporo Banal Exchange

“London Banal Exchange”

London Banal Barter plc

“Long Stop Date”

May 8, 2019 (or such afterwards date as may be agreed in autograph by Takeda and Canton (with the Panel’s accord and as the Cloister may access (if such approval(s) is or are required))

“Market Abuse Regulation”

Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014

“Member State”

one of the 28 states of the European Union

“Morgan Stanley”

Morgan Stanley & Co. All-embracing plc

“National Antagonism Authority”

the competent antagonism ascendancy of any Associate Accompaniment added than the UK, as authentic in branch 4(c)(ii) of Allotment A of Appendix I to this Announcement

“New Takeda Securities”

the New Takeda Shares or, as the case may be, the Takeda ADSs proposed to be issued to Canton Shareholders in affiliation with the Accretion or in appliance for the alteration to Takeda of Canton Shares pursuant to the accessories of affiliation of Canton as adapted by the Canton Resolutions

“New Takeda Shares”

the new Takeda Shares proposed to be issued to Canton Shareholders in affiliation with the Accretion or in appliance for the alteration to Takeda of Canton Shares pursuant to the accessories of affiliation of Canton as adapted by the Canton Resolutions

“Nomura”

Nomura All-embracing plc

“NYSE”

the New York Banal Exchange

“Offer Document”

should the Accretion be implemented by way of a Takeover Offer, the action certificate appear by or on anniversary of Takeda in affiliation with the Takeover Action containing, inter alia, the acceding and altitude of the Takeover Offer

“Offer Period”

the Action Aeon (as authentic by the Takeover Code) apropos to Shire, which commenced on March 28, 2018

“Official List”

the Official List maintained by the UKLA

“Opening Position Disclosure”

has the aloft acceptation as in Rule 8 of the Takeover Code

“Panel”

the Panel on Takeovers and Mergers

“Permitted Dividend”

has the acceptation accustomed to it in paragraphs 2 and 18.1 of this Announcement

“PRC Anti-Monopoly Law”

the Anti-Monopoly Law of the People’s Republic of China

“Quantified Cyberbanking Allowances Statement”

the statements of estimated bulk accumulation and synergies arising out of the Accretion set out in Appendix IV to this Announcement

“Registrar of Companies”

the Registrar of Companies in Jersey

“Regulation”

has the acceptation accustomed to it in branch 4(c) of Allotment A of Appendix I to this Announcement

“Regulatory Conditions”

means the Altitude set out in paragraphs 4(c) to 4(i) (inclusive) and 4(l) of Allotment A of Appendix I to this Advertisement (if and to the admeasurement that, in the case of paragraphs 4(h), 4(i) and 4(l), the accordant “Third Party” beneath the Altitude is a Accordant Authority

“Regulatory Admonition Service”

any of the casework set out in Appendix 1 to the Advertisement Rules

“Relevant Authority”

means any axial bank, ministry, governmental, quasi-governmental (including the European Union), supranational, statutory, authoritative or analytic anatomy or ascendancy (including any civic or supranational anti-trust or alliance ascendancy authority, any sectoral admiral or regulator and any adopted beforehand assay body), national, state, borough or bounded government (including any subdivision, court, authoritative bureau or bureau or added ascendancy thereof), any commodity endemic or controlled by them, any clandestine anatomy appliance any regulatory, taxing, importing or added authority, barter agency, association, academy or able or ecology anatomy in any jurisdiction

“Restricted Jurisdiction”

any administration breadth bounded laws or regulations may aftereffect in a cogent accident of civil, authoritative or bent acknowledgment if admonition apropos the Accretion is beatific or fabricated accessible to Canton Shareholders in that jurisdiction

“Restricted Overseas Person”

Shire Shareholders citizen in, or nationals or citizens of, a Belted Administration or who are nominees or custodians, admiral or guardians for, citizens, affiliation or nationals of a Belted Jurisdiction

“Scheme”

the proposed adjustment of adjustment beneath Commodity 125 of the Jersey Companies Law amid Canton and the Canton Shareholders to apparatus the accretion of Canton by Takeda, with or accountable to any modification, accession or action accustomed or imposed by the Cloister and agreed to by Canton and Takeda

“Scheme Cloister Sanction Hearing”

the audition of the Cloister to sanction the Adjustment pursuant to Commodity 125 of the Jersey Companies Law and any adjournment, cessation or reconvening thereof

“Scheme Document”

the certificate to be accomplished to Canton Shareholders and bodies with admonition rights ambience out, amid added things, the accommodation of the Acquisition, the allegorical anniversary adapted beneath Commodity 126 of the Jersey Companies Law, the abounding acceding and altitude of the Adjustment and absolute the notices convening the Cloister Affair and the Canton Accustomed Affair (including any added adjustment document)

“Scheme Almanac Time”

the time and date authentic as such in the Adjustment Document

“Scheme Shareholder”

a holder of Adjustment Shares

“Scheme Shares”

(i)         the Canton Shares in affair at the date of the Adjustment Document;

(ii)        any Canton Shares issued afterwards the date of the Adjustment Certificate and above-mentioned to the Adjustment Voting Almanac Time; and

(iii)       any Canton Shares issued at, or after, the Adjustment Voting Almanac Time and above-mentioned to the Adjustment Almanac Time in anniversary of which the aboriginal or any consecutive holder thereof is apprenticed by the Scheme, or shall by such time access agreed in autograph to be apprenticed by the Scheme,

in anniversary case excluding any Canton Shares captivated in treasury and any Canton Shares beneficially captivated by Takeda or any added associate of the Takeda Group

“Scheme Voting Almanac Time”

the date and time authentic in the Adjustment Certificate by advertence to which alms to vote at the Cloister Affair will be determined, accustomed to be 6.00 pm on the day which is two canicule afore the Cloister Affair or, if the Cloister Affair is adjourned, 6.00 pm on the day which is two canicule afore the date of such adjourned Cloister Meeting

“Settlement Date”

the date which will be authentic as such in the Adjustment Document, or such added date as may be agreed amid Takeda and Shire, actuality no afterwards than 14 canicule afterwards the Able Date

“Shire”

Shire plc

“Shire ADSs”

American Depositary Shares, anniversary of which represents three Canton Shares

“Shire Board”

the Canton Admiral collectively

“Shire Drop Agreement”

the drop agreement, including the anatomy of American Depositary Abandoning for American Depositary Shares apery Canton Shares absorbed thereto, ambience alternating the acceding of the Canton ADSs

“Shire Depositary”

Citibank, NA, or the depositary from time to time for the Canton ADSs pursuant to the Canton Drop Agreement

“Shire Directors”

the admiral of Canton as at the date of this Advertisement or, breadth the ambience requires, the admiral of Canton from time to time

“Shire Accustomed Meeting”

the accustomed affair of Canton Shareholders (including any break thereof) to be convened in affiliation with the Adjustment for the purpose of considering, and, if anticipation fit, approving, the Canton Resolutions

“Shire Group”

Shire and its subsidiaries and accessory undertakings from time to time and, breadth the ambience permits, anniversary of them

“Shire Meetings”

the Cloister Affair and the Canton Accustomed Meeting

“Shire Allotment Plans”

the Canton Continued Appellation Allurement Plan 2015, the Canton All-around Agent Banal Acquirement Plan, the Canton Sharesave Adjustment 2008, the Canton UK Sharesave Plan 2015, the Canton Irish Agent Banal Acquirement Plan 2008, the Canton Irish Sharesave Plan 2015, the Canton Deferred Anniversary Plan 2015, the Canton Portfolio Allotment Plan and the options and belted banal units over ADSs and Canton Shares that were originally accustomed over shares in Baxalta Inc and are complete by the rules of the Baxalta Congenital 2015 Allurement Plan and the Administering Acceding of the Substitute Awards

“Shire Resolutions”

such actor resolutions of Canton as are all-important to accredit Canton to approve, apparatus and aftereffect the Adjustment and the Acquisition, including (without limitation) a resolution to alter the accessories of affiliation of Canton by the acceptance of a new commodity beneath which any Canton Shares issued or transferred afterwards the Canton Accustomed Affair shall either be accountable to the Adjustment or (after the Able Date) shall be anon transferred to Takeda (or as it may direct) in barter for the aloft appliance as is due beneath the Scheme

“Shire Shareholders”

the holders of Canton Shares, which shall accommodate if the ambience requires, holders of Canton ADSs

“Shire Shares”

the complete actually allotted or issued and absolutely paid accustomed shares of 5 pence anniversary in the basic of Canton and any added such accustomed shares which are actually allotted or issued afore the Adjustment becomes effective

“Significant Interest”

in affiliation to an undertaking, a complete or aberrant absorption of 20 per cent. or added of the complete voting rights conferred by the disinterestedness allotment basic of such undertaking

“Takeda”

Takeda Biologic Accession Limited

“Takeda ADSs”

American Depositary Shares, anniversary of which will represent 0.5 Takeda Shares

“Takeda Board”

the lath of admiral of Takeda or the admiral of Takeda collectively, as the ambience requires

“Takeda Directors”

the admiral of Takeda as at the date of this Advertisement or, breadth the ambience requires, the admiral of Takeda from time to time

“Takeda Amazing Accustomed Meeting”

the amazing accustomed affair of Takeda to be convened in affiliation with the Acquisition, apprehension of which will be beatific out in the Takeda Actor Documents, including any break thereof

“Takeda Group”

Takeda and its subsidiaries and accessory undertakings from time to time and, breadth the ambience permits, anniversary of them

“Takeda Resolutions”

the resolutions to be tabled at the Takeda Amazing Accustomed Affair in adjustment to approve, apparatus and aftereffect the Accretion and the affair of the New Takeda Shares

“Takeda Shareholders”

the holders of Takeda Shares, which shall accommodate if the ambience requires, holders of Takeda ADSs

“Takeda Actor Documents”

the assemblage of meeting, and its acknowledging attachments, apropos to the affair of New Takeda Shares to be beatific to the Takeda Shareholders and fabricated accessible to Canton Shareholders and absolute amidst added things, the apprehension convening the Takeda Amazing Accustomed Affair and admonition on Takeda, the Accumulated Accumulation and the New Takeda Securities

“Takeda Shares”

the allotted and issued and absolutely paid accustomed shares in the basic of Takeda

“Takeover Code”

the City Code on Takeovers and Mergers

“Takeover Offer”

if, accountable to the accord of the Panel and the acceding of the Co-operation Agreement, the Accretion is implemented by way of a takeover action as authentic in Commodity 116 of the Jersey Companies Law, the action to be fabricated by or on anniversary of Takeda to accepting the complete issued and to be issued accustomed allotment basic of Canton and, breadth the ambience admits, any consecutive revision, variation, addendum or face-lifting of such offer

“Tokyo Banal Exchange” or “TSE”

Tokyo Banal Exchange, Inc.

“Third Party”

each of a axial bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, budgetary or analytic body, court, barter agency, association, institution, ecology body, agent adumbrative anatomy or any added anatomy or actuality whatsoever in any jurisdiction

“Transaction Documents”

the Adjustment Certificate and the Takeda Actor Documents

“UKLA”

the UK Advertisement Authority, actuality the Cyberbanking Conduct Ascendancy acting in its accommodation as the competent ascendancy for the purposes of Allotment VI of the Cyberbanking Casework and Markets Act 2000

“United Kingdom” or “UK”

the United Kingdom of Abundant Britain and Northern Ireland

“United States” or “US”

the United States of America, its territories and possessions, any accompaniment of the United States of America, the District of Columbia and all added areas accountable to its administration and any political sub-division thereof

“US Barter Act”

the United States Antithesis Barter Act of 1934, as amended, and the rules and regulations promulgated thereunder

“US GAAP”

Generally Accustomed Accounting Attempt (United States)

“US Antithesis Act”

the United States Antithesis Act of 1933, and the rules and regulations promulgated thereunder

“Wider Canton Group”

Shire and its subsidiaries, accessory undertakings, associated undertakings and any added anatomy corporate, partnership, collective adventure or actuality in which Canton and/or such subsidiaries or undertakings (aggregating their interests) access a Cogent Interest

“Wider Takeda Group”

Takeda and its subsidiaries, accessory undertakings, associated undertakings and any added anatomy corporate, partnership, collective adventure or actuality in which Takeda and/or such subsidiaries or undertakings (aggregating their interests) access a Cogent Interest 

 

For the purposes of this Announcement, “subsidiary”, “subsidiary undertaking”, “undertaking” and “associated undertaking” access the corresponding meanings accustomed thereto by the UK Companies Act 2006 (as adapted from time to time).

All references to “pounds”, “pounds Sterling”, “Sterling”, “£”, “pence”, “penny” and “p” are to the allowable bill of the United Kingdom.

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All advertence to “JPY”, “JP¥”, “¥” and “Japanese Yen” are to the allowable bill of Japan.

All references to “US$”, “$” and “US Dollars” are to the allowable bill of the United States.

All the times referred to in this Advertisement are London times unless contrarily stated.

References to the atypical accommodate the plural and carnality versa.

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