Better Health, Brighter FutureNews Release
Takeda to Divest its Japan Consumer Health Care Business Unit
to Blackstone for JPY 242.0 Billion−Transaction further sharpens Takeda’s focus on five key business areas−Consumer Health Care Business to continue serving consumers in Japan and Asia under new owner

Osaka, Japan, August 24, 2020 – Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK)(“Takeda”) today announced that it has entered into an agreement to divest Takeda Consumer Healthcare
Company Limited (“TCHC”), a wholly-owned subsidiary of Takeda focused on the consumer health caremarket primarily in Japan, to Oscar A-Co KK, a company controlled by funds managed by The BlackstoneGroup Inc. and its affiliates (collectively “Blackstone”) for a total value of JPY 242.0 billion *. Blackstone is
one of the world leading investment firms and has extensive investment experience in the health care sector.
The transaction is expected to close by March 31, 2021, subject to customary legal and regulatory closing
conditions.
The portfolio to be divested to Blackstone includes a variety of over-the-counter (“OTC”) medicines and healthproducts that generated total revenues of over JPY 60 billion in fiscal year 2019. TCHC’s strong regional
brands include Alinamin, its top selling product and Japan’s first vitamin B1 preparation, and Benza, a cold
remedy. Blackstone intends to develop the business together with current TCHC management and continue toemploy its employees.
Christophe Weber, Takeda President and Chief Executive Officer said, “Today’s transaction will provide
TCHC with the ownership, resources and strategic focus to continue to thrive and meet the needs of customers,
while further sharpening Takeda’s strategic focus and commitment to financial discipline and transforming
science into life-changing medicines. TCHC played an important role in Takeda’s long history, but with ourgrowth strategy now focused on five key business areas – Gastroenterology (GI), Rare Diseases, PlasmaDerived Therapies, Oncology and Neuroscience – and an increasingly competitive consumer health caremarket in Japan, the ownership transition will benefit both TCHC and Takeda. We are confident that underBlackstone, TCHC will be well-positioned to continue growing and developing its product offerings in theyears to come to address the evolving needs of consumers.”
Takeda, which started TCHC as a separate business in April 2017 to further develop the consumer health carebusiness in Japan, is now focused on highly innovative medicines across its five key business areas andworking to address significant unmet patient needs in these fields. Under Blackstone’s ownership, TCHC will
benefit from increased strategic focus, resources and agility to support the growth and development of its* Enterprise value. Actual transfer price will be determined after adjustment for items including net debt and working capital ofTCHC and Takeda Healthcare Products Company Limited.

important brands and to rapidly respond to evolving market conditions and diverse customer needs.
The sale of TCHC supports Takeda’s divestiture program which is focused on optimization of its portfolio toalign with its global long-term growth strategy and provide uninterrupted access and supply of critical products
to patients. So far in 2020, Takeda has also agreed to divest three different non-core asset portfolios in the Asia
Pacific, Europe, and Latin America regions. In June, Takeda agreed to divest a portfolio of non-core assets
sold exclusively in the Asia Pacific region to Celltrion for up to $278 million USD; in April, Takeda announced
the sale of non-core products in Europe to Orifarm Group for up to approximately $670 million USD, including
the sale of two manufacturing sites in Denmark and Poland; and in March, Takeda announced the sale of noncore products in Latin America to Hypera Pharma for $825 million USD, as well as completed the previously
announced sales of non-core assets spanning the Russia-CIS region to STADA and in countries spanning theNear East, Middle East and Africa region to Acino.
For the transaction details of the sale of TCHC, please see the attachment below.

About Takeda Pharmaceutical Company Limited
Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) is a global, values-based, R&D-driven
biopharmaceutical leader headquartered in Japan, committed to bringing Better Health and a Brighter 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 are focusing on developing highly
innovative medicines that contribute to making a difference in people's lives by advancing the frontier of newtreatment options and leveraging our enhanced collaborative R&D engine and capabilities to create a robust,modality-diverse pipeline. Our employees are committed to improving quality of life for patients and toworking with our partners in health care in approximately 80 countries.
For more information, visit https://www.takeda.com.

Contacts:Japanese Media
Kazumi Kobayashi
Email: kazumi.kobayashi@takeda.com
Tel: +81 (0) 3-3278-2095

Media outside Japan
Holly Campbell
Email: holly.campbell@takeda.com
Tel: +1 480-213-8368

Important Notice
For the purposes of this notice, “press release” means this document, any oral presentation, any question andanswer session and any written or oral material discussed or distributed by Takeda Pharmaceutical Company
Limited (“Takeda”) regarding this release. This press release (including any oral briefing and any questionand-answer in connection with it) is not intended to, and does not constitute, represent or form part of any offer,invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise
dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. No shares or othersecurities are being offered to the public by means of this press release. No offering of securities shall be madein the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or anexemption therefrom. This press release is being given (together with any further information which may beprovided to the recipient) on the condition that it is for use by the recipient for information purposes only (andnot for the evaluation of any investment, acquisition, disposal or any other transaction). Any failure to comply
with these restrictions may constitute a violation of applicable securities laws.
The companies in which Takeda directly and indirectly owns investments are separate entities. In this press
release, “Takeda” is sometimes used for convenience where references are made to Takeda and its subsidiaries
in general. Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those
who work for them. These expressions are also used where no useful purpose is served by identifying theparticular company or companies.
Forward-Looking Statements
This press release and any materials distributed in connection with this press release may contain forwardlooking statements, beliefs or opinions regarding Takeda’s future business, future position and results ofoperations, including estimates, forecasts, targets and plans for Takeda. Without limitation, forward-looking
statements often include words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “aims”,“intends”, “ensures”, “will”, “may”, “should”, “would”, “could” “anticipates”, “estimates”, “projects” orsimilar expressions or the negative thereof. These forward-looking statements are based on assumptions about
many important factors, including the following, which could cause actual results to differ materially fromthose expressed or implied by the forward-looking statements: the economic circumstances surrounding
Takeda’s global business, including general economic conditions in Japan and the United States; competitive
pressures and developments; changes to applicable laws and regulations; the success of or failure of productdevelopment programs; decisions of regulatory authorities and the timing thereof; fluctuations in interest andcurrency exchange rates; claims or concerns regarding the safety or efficacy of marketed products or productcandidates; the impact of health crises, like the novel coronavirus pandemic, on Takeda and its customers andsuppliers, including foreign governments in countries in which Takeda operates, or on other facets of its
business; the timing and impact of post-merger integration efforts with acquired companies; the ability to divest
assets that are not core to Takeda’s operations and the timing of any such divestment(s); and other factors
identified in Takeda’s most recent Annual Report on Form 20-F and Takeda’s other reports filed with the U.S.
Securities
andExchangeCommission,availableon
Takeda’s
websiteat:https://www.takeda.com/investors/reports/sec-filings/ or at www.sec.gov. Takeda does not undertake to update
any of the forward-looking statements contained in this press release or any other forward-looking statements
it may make, except as required by law or stock exchange rule. Past performance is not an indicator of future
results and the results or statements of Takeda in this press release may not be indicative of, and are not anestimate, forecast, guarantee or projection of Takeda’s future results.
Medical information
This press release contains information about products that may not be available in all countries, or may beavailable under different trademarks, for different indications, in different dosages, or in different strengths.
Nothing contained herein should be considered a solicitation, promotion or advertisement for any prescription
drugs including the ones under development.
###Attachment

Transaction Details of Sale of Shareholding in TCHC to Blackstone
Takeda Pharmaceutical Company Limited (“Takeda”) today decided to transfer all shares of Takeda Consumer
Healthcare Company Limited (“TCHC”), a wholly-owned subsidiary of Takeda, to Oscar A-Co KK (“SPC”),
a company controlled by funds managed by The Blackstone Group Inc. and its affiliates (collectively“Blackstone”), and entered into a share purchase agreement with SPC, as specified below. Following thetransfer of shares, TCHC will be excluded from the scope of consolidation of Takeda.
1. Rationale for the share transfer
TCHC has contributed to the health of people through their products. In particular, TCHC’s product Alinaminhas established a strong brand based on the trust of customers and has played an important role in Takeda’shistory. In order to further develop the consumer health care business mainly in Japan, Takeda had spun off thebusiness into TCHC, who started their business in April 2017. However, the competition in the consumer healthcare market has increased in recent years, and the needs of customers continues to become more diverse. Under
such circumstances, TCHC is required to further strengthen the strategy and increase the responsiveness to themarket by building a much more agile business model.
Takeda is currently focusing on five key business areas and also strengthening its commitment to transforming
science into life-changing medicines now more than ever. In these situations, carefully considering all optionsof TCHC’s growth strategies to maximize their capability and expertise, which will lead to further developmentof their product brands, Takeda has executed a share transfer agreement with SPC. Takeda believes that theswift and flexible decision-making as an independent corporate group under the active and strategic investment
capabilities of Blackstone enables TCHC to promptly respond to the market needs, to grow their product brands
and to continuously develop themselves. Blackstone intends to develop the business together with current
TCHC management and continue to employ its employees.

2.

Overview of TCHC to be transferred(1)Company nameTakeda Consumer Healthcare Company Limited(2)
Location
Tekko Building 23F, 1-8-2 Marunouchi, Chiyoda-ku, Tokyo, Japan(3)
Representative
Mari Nogami, Representative Director and President
Research & development, manufacturing, sales and marketing of over-the(4)Scope of businesscounter products, quasi-drugs, etc.
(5)
Capital
490 million yen(6)Date established
April 15, 2016
Major shareholders(7)
and ratio ofTakeda Pharmaceutical Company Limited 100%
shares held
CapitalTakeda owns 100% of shares in TCHC.
Relationship
Relationships withThree employees of Takeda concurrently serve as(8)Personnel
Chairman of the Board, Director, and Auditor at TCHC
TakedaRelationshipand other employees of Takeda are seconded to TCHC.
Business
Takeda and TCHC have business transactions includingRelationshipintellectual property agreements and a loan agreement.
Operating results and financial condition for the last three years (Non-consolidated basis under(9)Japanese GAAP)
Accounting period
Fiscal year ended
Fiscal year ended
Fiscal year ended(million yen)March 31, 2018
March 31, 2019
March 31, 2020
Net assets
10,72011,191
10,262
Total assets
32,49027,791
34,037
Net assets per share
54
56
51
Revenue
79,92164,13960,897
Operating profit
13,16012,945
12,819Ordinary profit
13,215
13,252
12,966
Net profit
8,828
9,624
8,654
Net profit per share
4448
43
Dividend per share
4448
43* As a result of the share transfer, a wholly owned subsidiary of TCHC, Takeda Healthcare ProductsCompany Limited (“THP”), will also be excluded from the scope of consolidation of Takeda.

3.

Overview of Oscar A-Co KK to the share transfer(1)Company name
Oscar A-Co KKTokyo Kyodo Accounting Office, 3-1-1 Marunouchi, Chiyoda-ku,(2)
Location
Tokyo, Japan(3)
Representative
Atsuhiko Sakamoto, Representative Director(4)
Scope of business
Investment and management of securities such as stocks(5)
Capital
1 yen(6)Date established
July 30, 2020(7)
Net assets
1 yen
(8)
Total assets
1 yen
Major shareholders
Oscar Holding GK 100%
(9)and ratio of(100% subsidiary of private equity fund that The Blackstone Group Inc.
shares held(NYSE: BX) and its affiliate manage)
Capital Relationship
None
Personnel Relationship None
Relationships with(10)TakedaBusiness Relationship
None
Related Party of Takeda None

4. Number of shares to be transferred, transfer price, and number of shares held by Company before and after
transfer
200 shares
Number of shares(1)(Number of voting rights: 200)
held before transfer(Percentage of voting rights: 100%)
Number of shares to 200 shares(2)
be transferred(Number of voting rights: 200)
Enterprise value JPY 242.0 billion (Actual transfer price will be(3)Transfer pricedetermined after adjustment for items including net debt and working

capital of TCHC and THP)
0 shares
Number of shares(4)(Number of voting rights: 0)
held after transfer(Percentage of voting rights: 0%)* The transfer price is the total consideration including the transfer price for the intellectual property
assignment agreement, simultaneously agreed with the share purchase agreement.

5. Schedule
Date of decision on share transfer by the Director delegatedAugust 24, 2020
(1)by the board of directors(2)
Date of conclusion of agreement on share transfer
August 24, 2020
(3)
Date of transfer of shares
March 31, 2021 (scheduled)* The date of transfer of shares is scheduled on March 31, 2021, however, with a mutual agreement in writing
between the parties, the date of transfer of shares can possibly be determined at another date.

6. Future outlook
Takeda anticipates a pre-tax gain of approximately 140.0 billion JPY on the sale of shares of the subsidiary,
to be recognized when the transfer of shares is executed and completed. Takeda anticipates Reported Net
Profit attributable to owners of the Company to increase by approximately 105.0 billion JPY. Since a gainon the sale of shares of a subsidiary is unusual, non-recurring and unrelated to ongoing operations, there will
be no impact on Core Operating Profit or Core Net Profit. With respect to cash flow, Takeda anticipates anapproximately 200.0 billion JPY cash (after tax). Takeda will continue to assess the impact and the timing,taking into account progress of its operations and changes in the business environment, if any, and update
the FY2020 forecast at the appropriate timing.

7. Other
The sale of TCHC supports Takeda’s divestiture program which is focused on optimization of its portfolio
to align with its global long-term growth strategy and provide uninterrupted access and supply of criticalproducts to patients.
###(Reference) Forecast for the Full Year Consolidated Financials for the Fiscal Year 2020 (announced on July31, 2020) and the Full Year Consolidated Financial Results for the Fiscal Year 2019(millions of yen)
Net profit
Profit before attributable Basic earnings
Core EPS
income taxes to owners ofper share
the CompanyRevenue

Core
Operating
ProfitOperatingprofit

FY2020 Forecast

3,250,000

984,000

395,000

230,000

92,00058.91 yen

420 yen

FY2019 Results

3,291,188962,200

100,408-60,754

44,24128.41 yen

387 yen