Photo/IllutrationA person related to Takeda Pharmaceutical Co. guides its shareholders to an extraordinary shareholders’ meeting in Osaka on Dec. 5. (Shinji Hakotani)

  • Photo/Illustraion

OSAKA—Takeda Pharmaceutical Co. obtained approval to purchase Irish drugmaker Shire Plc. at its extraordinary shareholders’ meeting here on Dec. 5, paving the way for the largest-ever acquisition of a foreign company by a Japanese firm.

Nearly 90 percent of the shareholders supported the acquisition on a voting-rights basis.

Shire also won approval for the deal at its extraordinary shareholders’ meeting in the evening of the same day (Japan time).

The procedures for the purchase are expected to be completed as early as early next year, creating one of the 10 biggest pharmaceutical companies in the world in terms of sales.

Takeda, Japan’s largest pharmaceutical company with a more than 230-year history, plans to purchase Shire for about 46 billion pounds (7 trillion yen, or $62 billion). Takeda reached an agreement on the purchase with Shire in May.

Shire has strengths in manufacturing blood products and medicines for the treatment of rare diseases, such as hemophilia. As of the end of October, the Irish drugmaker had 16 candidates for new medicines in the final stage of development. It also specializes in the field of gene treatments.

Shire’s annual sales in 2017 were almost the same as those of Takeda. As the company has a strong presence in the United States, the world’s largest medicine market, Takeda is aiming to expand its overseas sales routes with the purchase.

Takeda plans to pay 3 trillion yen of the 7 trillion yen in cash and the remaining 4 trillion yen through stock issuance. As a result, the company's interest-bearing debts are expected to increase about 10 times to 5.5 trillion yen.

At the Dec. 5 shareholders’ meeting, Takeda Pharmaceutical President Christophe Weber, a Frenchman, emphasized the significance of the acquisition, noting that Japan’s pharmaceutical market accounts for 7 percent of the global market and that the purchase is necessary for Takeda to succeed at a global level.

Weber expressed confidence that Takeda will secure profits that offset financial risks, saying that by investing more than 400 billion yen in research and development annually, Takeda can compete with global firms.

He said that the synergy effects from the acquisition will amount to $1.4 billion a year.

It was necessary for Takeda to obtain support for the purchase from at least two-thirds of shareholders on a voting-rights basis.

Last month, it was reported that former President Kunio Takeda, a member of the founding family of the company, was opposed to the acquisition, and thus there were concerns that his opposition would spread to other shareholders.

However, though some shareholders--among them former Takeda employees--expressed opposition, saying it was risky, other shareholders, including institutional investors, supported Weber’s strategy.

At the shareholders’ meeting, Takeda Pharmaceutical also proposed accepting Shire’s three outside board members as its own such members. The proposal was also approved, with nearly 90 percent of shareholders supporting it.

After the meeting, a group of former Takeda employees opposed to the acquisition held a news conference nearby.

At the conference, Kazuhisa Takeda, also a member of the founding family, said: “This is a major purchase that could decide the future of Takeda Pharmaceutical. I wanted to stop it by all means.”

The stock price of Takeda closed at 4,240 yen on Dec. 5, about 20 percent lower than that in late March when the plan to purchase Shire came to light.

(This article was written by Shinji Hakotani and Hikaru Nakamura.)