News Release
Announcement of a merger (simple merger/short-form merger) with a wholly-owned subsidiary
Osaka, Japan, August 3, 2020 --- Takeda Pharmaceutical Company Limited (Head Office: Chuo-ku, Osaka;(TSE:4502/NYSE:TAK), “Takeda”) decided today to perform an absorption-type merger (the “Merger”)
of Shire Japan KK, which is Takeda’s wholly-owned subsidiary.
Following the acquisition of Shire plc (“Shire”) last year, Takeda’s transformation into a top 10 global
biopharmaceutical company has accelerated. Takeda is now operating as one integrated, values-basedcompany, focused on translating science into life-changing medicines. To continue to drive growth andefficiencies, the Shire Japan KK subsidiary will now be absorbed into Takeda.
Please note that, because the Merger falls under the category of absorption-type merger (simplemerger/short-form merger), with the disappearing company being Takeda’s wholly-owned subsidiary, thisrelease is made in a simplified format.
Note1.

Purpose of the Merger
Takeda has determined, in connection with its acquisition of Shire, which was completed on January 8,
2019, that it is advisable and in the best interests of Takeda and its shareholders to effect an internal
legal reorganization involving certain of its subsidiaries in order to effectively and efficiently integrate
the operations of Takeda and Shire and maximize synergies and achieve other operational objectives.
The Merger is part of the internal legal reorganization.

2.

Outline of the Merger(i) Merger schedule
The date of decision by the director delegated by the board of directors’ meeting
August 3, 2020
The date of execution of the absorption-type merger agreement
August 3, 2020
The scheduled merger date (effective date)
October 1, 2020

(ii) Method of the Merger
The Merger will be conducted as an absorption-type merger, with the surviving company being
Takeda, and the disappearing company being Shire Japan KK.

Note that, for Takeda, the Merger

falls under a simple merger as prescribed under Article 796, paragraph (2) of the Companies Act; and,for the disappearing company, a short-form merger as prescribed under Article 784, paragraph (1) ofthe Companies Act. Therefore, none of the above will go through a meeting of shareholders forapproval of the absorption-type merger agreement.
(iii) Allotment upon the Merger
Since the Merger is an absorption-type merger with Takeda’s wholly-owned subsidiary, no issuanceof new shares or allotment of monies or other properties will be conducted upon the Merger.
(iv) Handling of the disappearing company’s share options and bonds with share options
Not applicable.
3.

Overview of the Parties of the Merger(1) Name

Surviving company

Disappearing company(As of March 31, 2020)(As of December 31, 2019)

Takeda Pharmaceutical Company

Shire Japan KK

Limited(2) Address

1-1, Doshomachi 4-chome, Chuo-ku,

1-8-2 Marunouchi, Chiyoda-ku,

Osaka-shi, Osaka, JapanTokyo, Japan(3) Title and name of theRepresentative Director, President &President:

representative person

CEO:

Masato Iwasaki

Christophe Weber(4) Business description

Research & development,

Research & development,

manufacturing, sales and marketing ofmanufacturing, sales and marketing

pharmaceutical drugsof pharmaceutical drugs(5) Capital amount

1,668,123 million yen

2,000 million yen(6) Date of foundation/January 29, 1925

October 27, 2014

1,576,373,908 shares

200 shares(8) Fiscal year end

March 31

December 31(9) Major shareholders

 The Master Trust Bank of Japan, Ltd.

Takedaand their shareholding(Trust account)percentage

 The Bank Of New York Mellon asincorporation(7) Number ofoutstanding shares

7.98%

100%
(as of April 1, 2020)

Depositary Bank for Depositary Receipt
Holders

5.39%

 Japan Trustee Services Bank, Ltd.
(Trust account)

5.15%

 JP Morgan Chase Bank 385632 3.03%
 Nippon Life Insurance Company 2.24%
2(10) Result of operations

March 2020

December 2019and financial conditions(Consolidated, IFRS)(Non-consolidated, JGAAP)for the immediately(in million yen(in million yen

preceding fiscal year

unless otherwise specified)unless otherwise specified)

Equity attributable to4,723,483

7,311

12,821,094

28,434

3,032.22 yen

36,555,601.76 yen

3,291,188

31,825

Operating profit (loss)

100,408(240)

Profit (loss) before tax(60,754)(400)

Net profit attributable to44,241(266)

28.41 yen

(1,331,797.24) yen

owners of the parent
company / Net Assets
Total assets
Equity per share /Netassets per share
Total revenue

owners of the parent
company / Net profit(loss)
Basic earnings per share/ Net profit (loss) pershare4.

Status after the Merger
There is no change in the name, address, title and name of the representative person, businessdescription, capital amount, and fiscal year end of Takeda after the Merger.

5.

Business Outlook
Since the Merger is a merger with Takeda’s consolidated subsidiary, the financial impact on theconsolidated earnings is expected to be minimal.

About Takeda Pharmaceutical Company Limited
Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) is a global, values-based, R&Ddriven biopharmaceutical leader headquartered in Japan, committed to bringing Better Health and aBrighter 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 arefocusing on developing highly innovative medicines that contribute to making a difference in people'slives 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 arecommitted to improving quality of life for patients and to working with our partners in health care inapproximately 80 countries.
For more information, visit https://www.takeda.com.
###3Media Contacts:Japanese MediaMedia outside Japan

Kazumi Kobayashi

Tsuyoshi Tada

kazumi.kobayashi@takeda.com

tsuyoshi.tada@takeda.com+81 (0) 3-3278-2095+1 (617) 551-2933

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