Takeda Pharmaceutical Co., Ltd. - Acquisition of Shire plc
Leading Japanese law firm Nishimura & Asahi has advised Takeda Pharmaceutical Co., Ltd. (“Takeda”), the largest pharmaceutical company in Asia, on its transaction to acquire all of the issued and to-be-issued ordinary share capital of Shire plc (“Shire”), a Jersey-registered and Dublin, Ireland-headquartered global specialty biopharmaceutical company, whose shares were listed on the London Stock Exchange and whose American depositary shares (“ADS”) were listed on NASDAQ. The recommended offer by Takeda was announced on 8 May 2018. The transaction was a “mixed consideration” transaction, which involved the exchange of USD 30.33 in cash and either 0.839 Takeda shares or 1.678 Takeda ADS for one share of Shire and which valued Shire's entire issued and to-be-issued ordinary share capital at approximately JPY 6.2 trillion (USD 57 billion).
The transaction was Japan’s biggest-ever foreign takeover, and upon completion, was expected to make Takeda a global top-eight pharmaceutical company. The transaction was implemented by way of a court-sanctioned scheme of arrangement, was conditional on various matters, including shareholder approval and certain competition clearances, and was completed on 8 January 2019.
Mr. Ota has a breadth of practical international and domestic legal experience, focusing on the areas of hostile takeovers, shareholder activism, M&A transactions (including cross-border deals), corporate governance and other corporate matters, domestic / international Tax, personal information / data protection, and works on a wide range of corporate legal affairs. He was selected as the NIKKEI "Most Successful Lawyers in 2022" in the corporate law category (1st), the NIKKEI "Most Successful Lawyers in 2021" in the corporate law (excl. M&A) category (2nd), and also the NIKKEI "Most Successful Lawyers in 2020" in the M&A category (1st) and the corporate law category (3rd). In addition, he dedicates himself to research and writing activities that bridge academia and practice on cutting-edge issues related to the Companies Act, the Financial Instruments and Exchange Act, tax law, the Act on the Protection of Personal Information, etc. He has edited and authored many books and papers, such as “Schemes and Tax Issues of M&A and Corporate Restructuring, 4th Ed.”, “Corpus Juris M&A - Completely Revised Edition (first volume) (second volume)”, “Handbook on Share Options (Fifth Edition)”, “Corpus Juris Series - Personal Information Protection Legislation (Global)”, “Handbook on Class Shares”, “Nuts and Shell of the 2019 Amendment of the Companies Act and Practical Response”, “Legal Issues and Practices of Virtual Shareholders’ Meeting”, etc.
He has an extensive track record representing issuers, managers and selling shareholders in various capital markets transactions, incduling global IPOs, global follow-on offerings, convetibles bonds offerings, debt offerings, private investments in public companies (PIPEs), J-REITs offerings. He also has been active in fincance transactions by venture companies.
He joined Nishimura & Asahi in 2000 and has been a partner with the firm since 2009. His work is primarily in the field of finance. He represents lender and borrower side clients in a broad range of public and private financing transactions, with a special emphasis on acquisition finance. In this field he is recognized as a renowned practitioner with a high level of expertise and has advised on a large number of transactions such as LBO/MBO transactions involving both listed and unlisted companies, as well as on mezzanine financing transactions. He also has wide ranging experience in the area of structured finance, where he has been involved in numerous securitization transactions of a wide variety of assets including monetary claims, real estate and distressed assets. Furthermore, with his experience seconded to a merchant banking subsidiary of an investment banking firm, his expertise also extends to the areas of private equity and principal investment.
Tsuyoshi Ito has significant experience in tax counseling and tax controversies and has represented major corporations in numerous tax disputes and tax lawsuits. In March 2021, he won a significant corporate tax dispute that challenged a tax assessment of approximately USD 367 million in taxable income before the Tokyo High Court after a protracted seven-year battle. In August 2014, he won a tax dispute involving securitization transactions of domestic housing loans before the Tokyo High Court. In addition to excellent achievements in major tax disputes, he generally advises on domestic and cross-border taxation issues in various transactions, such as M&A, joint ventures, fund formation and equity/debt investments.
Kentaro has been involved in a significant number of capital market transactions including Euro bond offerings, global bond offerings, IPOs, follow-on offerings and convertible bonds offerings, conducted by both Japanese issuers and foreign issuers, as the issuer’s counsel or underwriter’s counsel. In addition, he advises on compliance with Japanese disclosure and reporting requirements.
Hiroko Shibata has extensive experience advising a broad range of Japanese and international clients on domestic and cross-border M&A transactions. She has excels at handling M&A transactions involving multiple jurisdictions, and those requiring complex, detailed structuring and implementation. She also handles numerous matters involving corporate governance, as well as employment issues, and has in-depth knowledge and expertise in the areas of executive compensation, employment benefit plans, and related laws and regulations, including taxation.
Yamato’s practice area covers various M&A transactions, including cross-border M&A deals for stock consideration; shareholder activism; corporate governance, including officers’ remuneration and management of subsidiaries; disclosure; guidance for shareholders meetings, including virtual shareholder meetings; securities litigation; preparation of legal opinions; and development of new structures for share-buybacks using trusts. Yamato also worked at the Ministry of Justice of Japan for two years and mainly engaged in the reform of the Companies Act. Yamato is also known for his expertise in the latest trends in revision of corporate legislation, including the Companies Act and the Financial Instruments and Exchange Act, by maximizing his experience working at the Ministry of Justice of Japan. Yamato has continued to work diligently on writing articles and delivering lectures with respect to corporate legislation and has shared his expertise with our potential clients in a clear, straightforward manner.