Takeda Shareholders Approve Resolutions Related to the Proposed Acquisition of Shire plc

OSAKA, Japan–(BUSINESS WIRE)–NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Takeda Pharmaceutical Company Limited (TSE: 4502) (“Takeda”)
today announced the results of the shareholder votes at its
Extraordinary General Meeting of Shareholders (“EGM”) regarding
the recommended acquisition of Shire plc (“Shire”) (“the
Acquisition
”).

Takeda’s proposal to delegate to the Takeda Board the decision regarding
the offering terms for the issuance of the new Takeda shares required to
implement the proposed Acquisition was approved as originally proposed
by at least 88 percent* of the votes exercised in respect of this
proposal. The Takeda shareholder approval condition required for the
Acquisition to be implemented has therefore been satisfied.

We are delighted that our shareholders have given their strong support
to our acquisition of Shire,” said Christophe Weber, President and Chief
Executive Officer of Takeda. “With shareholder approval secured, we are
looking forward to closing the acquisition in the coming weeks to create
a more competitive, agile, highly profitable, and therefore more
resilient company, poised to deliver highly innovative medicines and
transformative care to patients around the world.”

The Acquisition remains subject to approval by Shire shareholders at
meetings expected to be held later today, and to the sanctioning of the
Shire scheme of arrangement by the Jersey Court at a hearing expected to
be held on January 3, 2019. Subject to receipt of the necessary Shire
shareholder approvals and the sanction of the scheme of arrangement by
the Jersey Court, it is expected that completion of the Acquisition will
take place on January 8, 2019.

In addition, Takeda’s proposal to appoint three of Shire’s existing
external directors (namely Ian Clark, Olivier Bohuon and Steven Gillis)
to the Takeda Board with effect from closing was also approved as
originally proposed (such directors will be external directors and
Directors who are not Audit and Supervisory Committee Members”). Each
of these appointments was approved by at least 87 percent* of the votes
exercised in respect of this proposal.

Takeda is in the process of calculating the detailed shareholder vote
results from the EGM and expects to release the final voting results
without delay.

About Takeda Pharmaceutical Company Limited

Takeda Pharmaceutical Company Limited (TSE:
4502
) is a global, research and development-driven pharmaceutical
company committed to bringing better health and a brighter future to
patients by translating science into life-changing medicines. Takeda
focuses its RD efforts on oncology, gastroenterology and neuroscience
therapeutic areas plus vaccines. Takeda conducts RD both internally and
with partners to stay at the leading edge of innovation. Innovative
products, especially in oncology and gastroenterology, as well as
Takeda’s presence in emerging markets, are currently fueling the growth
of Takeda. Approximately 30,000 Takeda employees are committed to
improving quality of life for patients, working with Takeda’s partners
in health care in more than 70 countries.

For more information, visit https://www.takeda.com/newsroom/.

Additional Information

This Announcement is provided for information purposes only. It is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an 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, pursuant to the Acquisition or otherwise nor will there be
any sale, issuance, exchange or transfer of securities of Shire or
Takeda pursuant to the Acquisition or otherwise in any jurisdiction in
contravention of applicable law.

Forward Looking Statements

This Announcement contains certain statements about Takeda and Shire
that are or may be forward looking statements, including with respect to
a possible combination involving Takeda and Shire. All statements other
than statements of historical facts included in this Announcement may be
forward looking statements. Without limitation, forward looking
statements often include words such as “targets”, “plans”, “believes”,
“hopes”, “continues”, “expects”, “aims”, “intends”, “will”, “may”,
“should”, “would”, “could”, “anticipates”, “estimates”, “projects” or
words or terms of similar substance or the negative thereof. By their
nature, forward-looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that will occur in the
future and the factors described in the context of such forward-looking
statements in this Announcement could cause actual results and
developments to differ materially from those expressed in or implied by
such forward-looking statements. Such risks and uncertainties include,
but are not limited to, the possibility that a possible combination will
not be pursued or consummated, failure to obtain necessary regulatory
approvals or to satisfy any of the other conditions to the possible
combination if it is pursued, adverse effects on the market price of
Takeda’s ordinary shares and on Takeda’s or Shire’s operating results
because of a failure to complete the possible combination, failure to
realise the expected benefits of the possible combination, negative
effects relating to the announcement of the possible combination or any
further announcements relating to the possible combination or the
consummation of the possible combination on the market price of Takeda’s
or Shire’s ordinary shares, significant transaction costs and/or unknown
liabilities, general economic and business conditions that affect the
combined companies following the consummation of the possible
combination, changes in global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest
rates, changes in tax laws, regulations, rates and policies, future
business combinations or disposals and competitive developments.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given
that such expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this Announcement.

Additional risk factors that may affect future results are contained in
Shire’s most recent Annual Report on Form 10-K and in Shire’s subsequent
Quarterly Reports on Form 10-Q, in each case including those risks
outlined in ‘ITEM1A: Risk Factors’, and in Shire’s subsequent reports on
Form 8-K and other Securities and Exchange Commission filings (available
at www.Shire.com
and www.sec.gov),
the contents of which are not incorporated by reference into, nor do
they form part of, this Announcement. These risk factors expressly
qualify all forward-looking statements contained in this Announcement
and should also be considered by the reader.

All forward-looking statements attributable to Takeda or Shire or any
person acting on either company’s behalf are expressly qualified in
their entirety by this cautionary statement. Readers are cautioned not
to place undue reliance on these forward-looking statements that speak
only as of the date hereof. Except to the extent otherwise required by
applicable law, neither Takeda nor Shire undertake any obligation to
update or revise forward-looking statements, whether as a result of new
information, future events or otherwise.

No profit forecasts or estimates

Unless expressly stated otherwise, nothing in this Announcement
(including any statement of estimated synergies) is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or earnings per
share or dividend per share for Takeda or Shire, as appropriate, for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share or dividend per
share for Takeda or Shire, as appropriate.

Medical information

This Announcement contains information about products that may not be
available and in all countries, or may be available 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.

Publication on Website

In accordance with Rule 26.1 of the Code, a copy of this Announcement
will be made available (subject to certain restrictions relating to
persons resident in restricted jurisdictions) on Takeda’s website at www.takeda.com/investors/offer-for-shire
by no later than 12 noon (London time) on December 6, 2018. The content
of the website referred to in this Announcement is not incorporated into
and does not form part of this Announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely
to be, solely in cash) must make an Opening Position Disclosure
following the commencement of the offer period and, if later, following
the announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of the
person’s interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who
deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested
in 1% or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if
the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person’s interests and short
positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule
8.3(b) applies must be made by no later than 3.30 pm (London time) on
the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company
and by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in concert
with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing Disclosures
must be made can be found in the Disclosure Table on the Panel’s website
at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue, when
the offer period commenced and when any offeror was first identified.
You should contact the Panel’s Market Surveillance Unit on +44 (0)20
7638 0129 if you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure.

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