Takeda Pharmaceutical Company Limited - Sale of healthcare business to Blackstone
Leading Japanese law firm Nishimura & Asahi advised Takeda Pharmaceutical Company Limited (“Takeda”) [TSE: 4502/NYSE: TAK] on the sale of its subsidiary, Takeda Consumer Healthcare Company Limited, to The Blackstone Group Inc. [NYSE: BX] and its affiliates, for JPY 242 billion (approximately USD 2.3 billion).
The Nishimura & Asahi team advising Takeda was led by partners Yo Ota, Hiroko Shibata and Taeko Morita, supported by Hiroyuki Kikuchi and Yutaka Ito.
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.
Hiroyuki has extensive experience working on various aspects of IP-related matters, including licensing, transfers, due diligence and IP arrangements in M&A transactions, joint development, and contentious matters. The majority of his work in the IP field involves cross-border transactions, in which he has considerable experience negotiating complex IP deals. He also has extensive experience working on ICT matters, such as software development arrangements and disputes, as well as analysis of new online businesses, utilizing the knowledge of software development and the Internet he acquired when working for a software development company prior to becoming an attorney and subsequent learning of the same. Furthermore, he provides Japanese subsidiaries of software companies headquartered outside of Japan with advice on general corporate matters. Last but not least, he has been regularly advising companies outside of Japan on Japanese data protection regulations ever since the full implementation of the Act on the Protection of Personal Information of Japan in 2004.
Since she joined Nishimura & Asahi in 2004, she has been involved in various types of corporate matters, including M&A, compliance and corporate group internal controls. She handles in day-to-day matters as well as strategic and special situations, and can provide business advice. With respect to corporate governance matters, she provides practical advice on the full spectrum of corporate governance matters including administration of shareholder meetings, company organization structures, disclosure, administration of the board of directors, board evaluations, executive compensation, and company indemnification. She also has extensive experience in the field of consumer law matters, such as how to respond to consumer-law related regulations, consumer organizations, and investigations by authorities. She has expertise and provides advice on advertising, marketing activities, and e-commerce.
Yutaka has represented Japanese and international clients such as major manufacturing companies, general trading companies, real estate developers, general contractors, telecommunication companies, natural resource and energy companies, steel makers, PE funds, and venture capital companies in complex domestic and cross-border transactions, as well as commercial litigation involving cross-border matters. He regularly works on international transactions and provides services for international clients. When it comes to Japanese deals, he excels at handling carve-out transactions, which tend to have numerous, complicated issues.
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.