Takeda Agrees to Divest Select OTC and Non-Core Assets in Latin America to Hypera Pharma for $825 Million USD

Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) ("Takeda”) today announced that it has entered into an agreement to divest a portfolio of select non-core products exclusively in Latin America to Hypera S.A. ("Hypera Pharma”), Brazil’s largest pharmaceutical company with a leading position in branded prescriptions, consumer health and branded generics, for a total value of $825M USD.

The portfolio includes over-the-counter and prescription pharmaceutical products sold in Brazil, Mexico, Argentina, Colombia, Ecuador, Panama and Peru, which are part of Takeda’s Growth & Emerging Markets Business Unit.

"Takeda remains firmly committed to the emerging markets, and Latin America. This divestment enables us to focus our investments in these countries that center on our highly innovative medicines across Gastroenterology, Rare Diseases, Plasma-Derived Therapies, Oncology and Neuroscience,” said Ricardo Marek, President, Growth & Emerging Markets Business Unit, Takeda, "Doing so will help meet the unmet needs of patients living with complex and rare conditions. At the same time, we are confident that Hypera Pharma is well placed to provide patients with uninterrupted access to the products they will acquire.”

This is Takeda’s fifth divestment over the last 12 months, contributing to the Company’s goal to divest approximately $10 billion USD in non-core assets. Takeda intends to use the proceeds from its divestitures to continue to reduce its debt and accelerate rapid deleveraging toward its target of 2x net debt/adjusted EBITDA within March 2022 – March 2024.

Takeda previously announced the sales of TachoSil® to Ethicon for $400 million USD in May 2019, Xiidra® to Novartis for up to $5.3 billion USD in July 2019, non-core assets in countries spanning Near East, Middle East and Africa to Acino for over $200 million USD in October 2019, and a portfolio of non-core assets in Russia, Georgia, and a number of Commonwealth of Independent States countries to STADA for $660 million USD in November 2019.

The non-core products in this latest transaction generated revenues of approximately $215 million USD in Fiscal Year 2018, driven by sales of key products such as Neosaldina®, Nesina®, and Dramin®.

While these trusted products continue to play important roles in meeting patient needs, they are not within Takeda's chosen business areas – Gastroenterology, Rare Diseases, Plasma-Derived Therapies, Oncology and Neuroscience – that are core to its global long-term strategy. Their divestment enables the Company to further focus on its key business areas through simplifying its portfolio.

"This announcement marks the latest step in Takeda’s strategy of streamlining and optimizing our portfolio while accelerating our deleveraging. By continuing to focus on our key business areas and pipeline of innovative medicines, we will strengthen our position as a R&D driven global biopharmaceutical leader and deliver enhanced value for patients and Takeda shareholders,” said Costa Saroukos, Chief Financial Officer, Takeda.

Transaction Details

Takeda has entered into an agreement to divest the rights, title, and interest to the products in a portfolio of approximately 18 select OTC and prescription pharmaceutical assets sold in Brazil, Mexico, Argentina, Colombia, Ecuador, Panama and Peru - to Hypera Pharma for a total value of $825M USD.

Under the terms of the agreement, Takeda anticipates that approximately 300 commercial employees supporting the divested assets will be given the opportunity to transition over to Hypera Pharma at the close of this transaction.

Takeda and Hypera Pharma have also entered into a manufacturing and supply agreement under which Takeda will continue to manufacture these products and supply them to Hypera Pharma.

The transaction is expected to close in the second half of 2020, subject to the satisfaction of customary closing conditions. Until then, Takeda remains the owner of these products and responsible for ensuring patient access to them.

Takeda is being advised by BofA Securities (financial advisor) and White & Case (legal advisor) in this transaction.

About Takeda Pharmaceutical Company Limited

Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) is a global, values-based, R&D-driven biopharmaceutical leader headquartered in Japan, committed to bringing Better Health and a Brighter Future to patients by translating science into highly-innovative medicines. Takeda focuses its R&D efforts on four therapeutic areas: Oncology, Rare Diseases, Neuroscience, and Gastroenterology (GI). We also make targeted R&D investments in Plasma-Derived Therapies and Vaccines. We are focusing on developing highly innovative medicines that contribute to making a difference in people's lives by advancing the frontier of new treatment options and leveraging our enhanced collaborative R&D engine and capabilities to create a robust, modality-diverse pipeline. Our employees are committed to improving quality of life for patients and to working with our partners in health care in approximately 80 countries.

For more information, visit https://www.takeda.com.

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