IMS Company Profiles - Report Buyer

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IMS COM PANY PRO FILES TAKEDA � Mergers & Acquisitions • Year: 2008 Major Events May: Takeda com pleted its Yen1 tril lion ($8.8 bil lion) ac qui si tion (through a cash trans ac tion of $25 per share) of Mil len nium Pharmaceuticals, an nounced the pre vi ous month, with Mil len nium be com ing a wholly-owned sub sid iary of Takeda but con tin u ing op er a tions as a stand alone busi ness in the US. Pres i - dent Dr Deborah Dunsire will con tinue to lead the com pany and Takeda has ex pressed de sires to re tain Mil len nium em ploy ees (around 1,000 em ploy ees). This is the larg est ac qui si tion ever made by Takeda and more over, any Jap a nese phar ma ceu ti cal com pany, dem on strat ing Takeda’s com mit ment to be come a true global phar ma ceu ti cal com pany with grow ing strength in on col ogy, in which Mil len nium has a strong pres ence. With sales of $0.5 bil lion in 2007 and net prof its of $15 mil lion, Mil len nium co mes with a pipe line con sist ing mainly of on col ogy and in flam ma tory drugs, in clud ing one for in flam ma tory bowel dis - ease. Mil len nium’s main stay prod uct is an anticancer proteasome in hib i tor, Velcade (bortezomib), mar - keted world wide and in Ja pan by Janssen (part of John son & John son). Velcade posted world wide sales of Yen80 bil lion in 2007 and 2008 sales are ex pected to in crease to Yen32-34.5 bil lion in 2008 in the US alone; cur rently used as sec ond and third line ther apy in mul ti ple myeloma, it is ex pected to be ap proved for first line ther apy in the US in June 2008. Takeda hopes that this prod uct may even tu ally be come a block buster with US sales of over Yen100 bil lion, bridg ing the loom ing gap from up com ing pat ent ex pi ries of its main stay prod ucts with Prevacid (lansoprazole) set to go ge neric in the next few years and po ten - tially switch to OTC in 2009 un der a li cens ing agree ment with Novartis, while pat ent pro tec tion ex pires for Actos (pioglitazone) in 2011. An a lysts con sid ered the bid price for Mil len nium as sur pris ingly high, but was likely to ward off competition from other potential counter bidders such as Johnson & Johnson, thought to be a natural contended due to its co-promotion of Velcade. March: Af ter over 30 years as part ners, Takeda and Abbott de cided to dis solve its TAP 50-50 jv with Abbott in July, di vid ing it evenly be tween the two com pa nies and then merg ing it with Takeda to be come a wholly owned sub sid iary of Takeda Amer ica Hold ings, Inc. The 50% stake in TAP is val ued at Yen300-500 bil lion and over all the split seems to be am i ca ble and ben e fi cial to both com pa nies.. Abbott will ob tain rights to Lupron De pot along with as sets pri mar ily re lated to this prod uct, and all em ploy ees as well as pay ments based on TAP’s other cur rent and cer tain fu ture prod ucts. The new TAP sub sid iary of TAH will re tain the other mar keted TAP prod uct, Prevacid (al though Abbott will re ceive around $1.5 bil lion from prod uct sales over five years) in ad di tion to cer tain pipe line prod ucts: dexlansoprazole (TAK 390MR), a pro ton pump in hib i tor await ing ap proval; an other pro ton pump inhibior, ilaprazole (IY 81149) and a drug for the treat ment of hyperuricemia in pa tients with gout (TMX 67). The two mar keted TAP prod ucts, Lupron and Prevacid, re garded as global stra te gic prod ucts, posted world wide sales of Yen185 and Yen400 bil lion re spec tively in fis cal 2006. TAP con trib uted around one-third of Takeda’s to tal sales in fis cal 2006 and the dis so lu tion and merger of TAP into Takeda will boost the over seas sales ra tio which stood at around 50% in 2006. The trans ac tion is said to have no impact on fiscal 2007 results and analysts viewed the move as positive for Takeda. • Year: 2007 April: The buyout of Takeda’s in ter est in Wyeth KK (Jap a nese unit of Wyeth) was com pleted by Wyeth af - ter four years. The com pa nies re ported that this will have no ef fect on their re la tion ship which re mains strong with their cur rent co-pro mo tion of Enbrel. © 2009 IMS Health In cor po rated or its af fil i ates Page 108

IMS COM PANY PRO FILES TAKEDA March: Takeda is to ac quire Par a digm Ther a peu tics (Sin ga pore) build ing on a CNS al li ance started in 2005. Par a digm fo cuses on iden ti fy ing small mol e cule tar gets within key gene fam i lies and its pipe line in - cludes tar gets and late stage pre clin i cal pro jects in pain, CNS, hor mone de pend ent dis eases such as pros - tate and breast can cer as well as met a bolic dis ease. Fi nan cial terms were not dis closed. Par a digm will be come a sub sid iary of Takeda Eu rope Hold ings B.V. a wholly owned sub sid iary of Takeda and Par a digm will be re named Takeda Cam bridge Lim ited with the sub sid iary in Sin ga pore re named Takeda Sin ga pore Pte Lim ited. Par a digm was es tab lished in 1999 by Uni ver sity of Cam bridge (UK) re search ers. This al li ance will build on and re place the 2005 CNS agree ment and Paradigms technology and researchers will be integrated into Takeda. • Year: 2006 Takeda an nounced to day that all of Takeda’s shares of Mitsui Takeda Chem i cals Inc. (MTCI) had been trans ferred to Mitsui Chem i cals, Inc. (Ja pan). Upon trans fer of shares, MTCI changed its name to Mitsui Chem i cals Polyurethanes, Inc. MTCI was es tab lished as a joint ven ture be tween MCI (51%) and Takeda (49%) in April 2001, and it was stip u lated in the orig i nal agree ment that the trans fer of shares held by Takeda would take place af ter five years from the start of MTCI’s com mer cial operation. Takeda an nounced plans to sell its do mes tic food prod ucts busi ness to the Jap a nese firm House Foods in a fur ther move to fo cus on pre scrip tion drugs. Takeda will ini tially trans fer the op er a tions to a new 34%-owned tem po rary jv with House, sched uled to be gin in April 2006, sub ject to antimonopoly clear - ance, and will in volve the trans fer of most (298) Takeda Food em ploy ees for 18 months be fore the jv is dis solved and House ac quires Takeda’s hold ing and con verts to a wholly owned sub sid iary. This jv time is con sid er ably shorter than the non-pharma jvs that Takeda nor mally sets up to dis solve af ter five years. The ac qui si tion price was not dis closed but given that House Foods is pay ing Takeda Yen19.8 bil lion for the 66% stake, the re main ing 34% stake is ex pected to have a price tag of around Yen10 bil lion and in - dus try an a lysts think that one time gains are likely to materialize. Takeda sold its re main ing 34% share in the BASF Takeda Vi ta min jv in Ja pan to BASF Ja pan, com plet ing its exit from the do mes tic bulk vi ta min busi ness. The two com pa nies com bined their Jap a nese bulk vi ta - min op er a tions upon the jv es tab lish ment in Jan u ary 2001, un der an agree ment in which Takeda was to exit after five years. • Year: 2005 Takeda di vested to Schering-Plough (USA) its 40% stake in the two com pa nies’ Jap a nese an i mal health jv, Takeda Schering-Plough An i mal Health, which be came a wholly-owned sub sid iary of S-P, drop ping Takeda from its name. This forms part of Takeda’s stra te gic fo cus on pre scrip tion pharmaceuticals, which has seen it di vest a num ber of non-core op er a tions over the past few years. Takeda bought pri vate US biotech com pany Syrrx in a bid to en hance its R&D op er a tions in the US and its pipe line; Takeda is ac tively do ing all it can to achieve this in prep a ra tion for pat ent ex pi ra tions in its older drugs. The deal was es ti mated at $270 million. • Year: 2002 Takeda and Gruenenthal (Ger many) reached an agree ment on the trans fer of 50% of the shares in Takeda Pharma (Ger many) from Gruenenthal to Takeda. Takeda Pharma was a 50-50 joint ven ture be - tween Gruenenthal and Takeda and has sub sid iar ies in Aus tria and Swit zer land. Takeda Pharma will be - come a 100% sub sid iary of Takeda Europe. © 2009 IMS Health In cor po rated or its af fil i ates Page 109

<strong>IMS</strong> COM PANY PRO FILES TAKEDA<br />

� Mergers & Acquisitions<br />

• Year: 2008<br />

Major Events<br />

May: Takeda com pleted its Yen1 tril lion ($8.8 bil lion) ac qui si tion (through a cash trans ac tion of $25 per<br />

share) of Mil len nium Pharmaceuticals, an nounced the pre vi ous month, with Mil len nium be com ing a<br />

wholly-owned sub sid iary of Takeda but con tin u ing op er a tions as a stand alone busi ness in the US. Pres i -<br />

dent Dr Deborah Dunsire will con tinue to lead the com pany and Takeda has ex pressed de sires to re tain<br />

Mil len nium em ploy ees (around 1,000 em ploy ees). This is the larg est ac qui si tion ever made by Takeda<br />

and more over, any Jap a nese phar ma ceu ti cal com pany, dem on strat ing Takeda’s com mit ment to be come<br />

a true global phar ma ceu ti cal com pany with grow ing strength in on col ogy, in which Mil len nium has a<br />

strong pres ence. With sales of $0.5 bil lion in 2007 and net prof its of $15 mil lion, Mil len nium co mes with a<br />

pipe line con sist ing mainly of on col ogy and in flam ma tory drugs, in clud ing one for in flam ma tory bowel dis -<br />

ease. Mil len nium’s main stay prod uct is an anticancer proteasome in hib i tor, Velcade (bortezomib), mar -<br />

keted world wide and in Ja pan by Janssen (part of John son & John son). Velcade posted world wide sales of<br />

Yen80 bil lion in 2007 and 2008 sales are ex pected to in crease to Yen32-34.5 bil lion in 2008 in the US<br />

alone; cur rently used as sec ond and third line ther apy in mul ti ple myeloma, it is ex pected to be ap proved<br />

for first line ther apy in the US in June 2008. Takeda hopes that this prod uct may even tu ally be come a<br />

block buster with US sales of over Yen100 bil lion, bridg ing the loom ing gap from up com ing pat ent ex pi ries<br />

of its main stay prod ucts with Prevacid (lansoprazole) set to go ge neric in the next few years and po ten -<br />

tially switch to OTC in 2009 un der a li cens ing agree ment with Novartis, while pat ent pro tec tion ex pires for<br />

Actos (pioglitazone) in 2011. An a lysts con sid ered the bid price for Mil len nium as sur pris ingly high, but<br />

was likely to ward off competition from other potential counter bidders such as Johnson & Johnson,<br />

thought to be a natural contended due to its co-promotion of Velcade.<br />

March: Af ter over 30 years as part ners, Takeda and Abbott de cided to dis solve its TAP 50-50 jv with<br />

Abbott in July, di vid ing it evenly be tween the two com pa nies and then merg ing it with Takeda to be come<br />

a wholly owned sub sid iary of Takeda Amer ica Hold ings, Inc. The 50% stake in TAP is val ued at<br />

Yen300-500 bil lion and over all the split seems to be am i ca ble and ben e fi cial to both com pa nies.. Abbott<br />

will ob tain rights to Lupron De pot along with as sets pri mar ily re lated to this prod uct, and all em ploy ees as<br />

well as pay ments based on TAP’s other cur rent and cer tain fu ture prod ucts. The new TAP sub sid iary of<br />

TAH will re tain the other mar keted TAP prod uct, Prevacid (al though Abbott will re ceive around $1.5 bil lion<br />

from prod uct sales over five years) in ad di tion to cer tain pipe line prod ucts: dexlansoprazole (TAK<br />

390MR), a pro ton pump in hib i tor await ing ap proval; an other pro ton pump inhibior, ilaprazole (IY 81149)<br />

and a drug for the treat ment of hyperuricemia in pa tients with gout (TMX 67). The two mar keted TAP<br />

prod ucts, Lupron and Prevacid, re garded as global stra te gic prod ucts, posted world wide sales of Yen185<br />

and Yen400 bil lion re spec tively in fis cal 2006. TAP con trib uted around one-third of Takeda’s to tal sales in<br />

fis cal 2006 and the dis so lu tion and merger of TAP into Takeda will boost the over seas sales ra tio which<br />

stood at around 50% in 2006. The trans ac tion is said to have no impact on fiscal 2007 results and<br />

analysts viewed the move as positive for Takeda.<br />

• Year: 2007<br />

April: The buyout of Takeda’s in ter est in Wyeth KK (Jap a nese unit of Wyeth) was com pleted by Wyeth af -<br />

ter four years. The com pa nies re ported that this will have no ef fect on their re la tion ship which re mains<br />

strong with their cur rent co-pro mo tion of Enbrel.<br />

© 2009 <strong>IMS</strong> Health In cor po rated or its af fil i ates Page 108

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