Takeda said Thursday it will Xiidra to Novartis for up to$5.3 billion, TachoSil to Ethicon for approximately $400 million.
OSAKA, Japan–(BUSINESS WIRE)–Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) (“Takeda”)
today announced that it has entered into agreements to divest its Xiidra®
(lifitegrast ophthalmic solution) 5% product (“Xiidra®”) to
Novartis and its TachoSil® Fibrin Sealant Patch (“TachoSil®”)
to Ethicon as part of its strategy to focus on business areas core to
its long-term growth and facilitate rapid deleveraging following
its acquisition of Shire.
“These initial divestitures represent important steps in advancing the
growth strategy Takeda outlined following our transformational
acquisition of Shire earlier this year,” said Christophe Weber,
President and Chief Executive Officer of Takeda. “We are working to
strategically simplify and optimize our portfolio, while also rapidly
deleveraging and continuing to invest in our growth drivers as a global,
values-based, R&D-driven biopharmaceutical leader.”
Takeda will focus on its key business areas – Gastroenterology (GI),
Rare Diseases, Plasma-Derived Therapies, Oncology and Neuroscience. This
focus enables Takeda to continue to deliver highly-innovative medicines
and transformative care to patients around the world, creating long-term
value for Takeda shareholders.
Takeda will receive $3.4 billion upfront in cash and up to an additional
$1.9 billion in potential milestone payments from Novartis, and
approximately $400 million upfront in cash from Ethicon. Takeda intends
to use the proceeds from these divestitures to reduce its debt and
accelerate deleveraging toward its target of 2.0x net debt/adjusted
EBITDA in the medium term. Takeda is committed to rapid deleveraging
driven by strong cash flow and divestiture proceeds, while also
simplifying its portfolio.
At present, Takeda does not expect these divestitures to have a material
impact on its FY2019 consolidated earnings forecast, scheduled to be
announced on May 14th. The FY2019 forecast will be updated at a later
date to reflect these divestitures once a reliable estimate of their
impact can be made, which will depend upon the exact timing of
transaction close.
Xiidra® (lifitegrast
ophthalmic solution) 5% product
Takeda has entered into an
agreement to sell Xiidra® to Novartis for a $3.4 billion
upfront payment and up to an additional $1.9 billion in potential
milestone payments. For the fiscal year ended December 31, 2018 adjusted
net sales reported for Xiidra® were $388 million. Following a
robust process, Takeda determined that this transaction would create the
most value for Takeda shareholders, and ensure the business will
continue delivering innovative therapeutics to the patients and
professionals who rely on them.
Xiidra® is the first and only prescription treatment approved
by the U.S. Food and Drug Administration for both signs and symptoms of
dry eye disease, with a mechanism of action that targets inflammation.
Upon close, approximately 400 employees, who are based primarily in the
U.S. and Canada, will transition to Novartis.
The agreement is expected to close in the second half of calendar year
2019, subject to the satisfaction of customary closing conditions,
receipt of required regulatory clearances and, where applicable,
satisfaction of local works council requirements.
Evercore Group LLC is acting as financial advisor to Takeda and Davis,
Polk & Wardwell LLP is acting as Takeda’s legal advisor in this
transaction.
TachoSil® Fibrin Sealant
Patch
Separately, Takeda has entered into an agreement to
sell TachoSil®, a surgical patch designed to achieve safe,
fast and reliable bleeding control, to Ethicon. Upon close,
approximately 80 employees will transition to Ethicon. Takeda recorded
full year adjusted net sales for TachoSil® of
approximately $155 million in the fiscal year ended March 31, 2018.
Under the terms of the agreement, upon close, Ethicon will acquire the
assets and licenses that support the manufacturing, licensing and
commercialization of TachoSil®, while Takeda
will maintain ownership of the manufacturing facility in Linz, Austria.
Takeda has entered into a long-term manufacturing services agreement,
under which it will continue to manufacture TachoSil®
products and supply them to Ethicon.
The agreement is expected to close in the second half of calendar year
2019, subject to the satisfaction of customary closing conditions,
receipt of required regulatory clearances and, where applicable,
satisfaction of local works council requirements.
Nomura is acting as financial advisor to Takeda and Linklaters LLP is
acting as Takeda’s legal advisor in this transaction.