Big Pharma deals are back, more than ever. After six weeks of offers, refusals, talks and more, Japanese drug giant Takeda Pharmaceutical Company Limited (OTCQB: TKPYY) reached an agreement to acquire Shire plc (NASDAQ: SHPG) for $81.5 billion, including assumed debt of $19.54 billion. It’s the largest healthcare deal announced ever, unless you count Pfizer’s (NYSE: PFE) hostile stalking of AstraZeneca (NYSE: AZN) through much of 2014, with bids reported to be around $118 billion. And we don’t.
Looking back over past pharmaceutical deals (that closed), this takes the record from Pfizer, which announced its acquisition of Wyeth, Inc. for approximately $78.5 billion, including $10.5 billion of assumed debt, in January 2009.
The final terms of Takeda’s deal give each Shire shareholder $30.33 in cash per share and either 0.839 new Takeda shares or 1.678 Takeda ADSs. As of the close of business on May 4, 2018, the last business day before the deal was announced, Shire had 913.6 million shares with voting rights outstanding.
Shire also has $19.54 billion in debt, much of it from its 2016 acquisition of Baxalta Inc. (NYSE: BXLT) for $32.0 billion. Baxalta, which was spun out of Baxter International (NYSE: BAX) in 2015, specialized in therapies for orphan diseases and underserved conditions in hematology, oncology and immunology.
Takeda’s first offer, a cash-and-stock deal valued at about $57.5 billion, was rejected by Shire’s board as too low. Subsequent offers, all cash-and-stock, inched upwards to approximately $60.3 billion, then $61.7 billion in late April.
All were rejected, although Shire’s board let it be known they were willing to consider a sweetened bid of $64 billion. The final deal values the company at around $62 billion in cash and stock payments. Plus the assumption of $19.5 billion of debt, of course.
Takeda shareholders will own approximately 50% of the combined company, even though Shire’s market cap is now around $49.0 billion compared with Takeda’s current $32.5 billion market cap.
Three days before Takeda went public with its approach to Shire’s board, Shire sold its oncology business to the French drug maker Servier, for $2.4 billion in cash. In 2017, the oncology business generated revenues of $262 million.
The acquisition gives Servier a direct commercial presence in the United States and boosts its presence in cancer. Servier’s products will be commercialized in the U.S. through a newly created subsidiary, Servier Pharmaceuticals LLC.
Earlier this year, in January, Shire paid an undisclosed amount to AB Biosciences, Inc. for an exclusive worldwide license to develop and commercialize AB’s pan receptor interacting molecule (PRIM) program, using AB’s proprietary oligomeric Fc technology platform. Shire has built or bought a strong pipeline and R&D division in the past five years, making it a target worth pursuing,