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Rating Action:

Moody's downgrades Takeda Pharmaceutical to A2; places ratings on review for further downgrade

 The document has been translated in other languages

09 May 2018

Tokyo, May 09, 2018 -- Moody's Japan K.K. has downgraded to A2 from A1 the issuer and senior unsecured ratings of Takeda Pharmaceutical Company Limited.

Moody's has also placed Takeda's A2 issuer and senior unsecured ratings under review for further downgrade following Takeda's announcement on 8 May 2018 that it will acquire all of the outstanding shares in Shire plc (Baa3 positive) for approximately JPY7 trillion (USD64 billion).

Prior to the Shire announcement, Takeda's rating outlook had been negative due to elevated leverage after a previous major acquisition last year.

RATINGS RATIONALE

"Even without the Shire acquisition, we do not expect Takeda to maintain a financial profile consistent with its previous rating of A1," says Yukiko Asanuma, a Moody's Analyst.

Leverage was already above the 3x gross debt/EBITDA level for the previous rating and, given the thinness of its late-stage pipeline, Moody's expects Takeda would have continued to make acquisitions, making it unlikely that it would have reduced leverage below 3x on a sustainable basis even without the Shire acquisition.

Although the scale of the Shire transaction is extraordinary, it indicates Takeda's willingness to increase its leverage for the purposes of investments in replenishing its pipeline and for diversifying its scope.

"At the same time, the rating is on review for further downgrade because, if Takeda acquires Shire as currently contemplated, its gross debt/EBITDA will almost double to about 6x," adds Asanuma.

Together with Shire's existing debt of around JPY2 trillion, Takeda's on-balance sheet debt will likely increase six-fold from JPY1 trillion now to JPY6 trillion, if all of the cash offered to Shire's shareholders of JPY3 trillion is funded by debt. Moody's also notes that Takeda plans to issue almost JPY4 trillion in equity.

The Shire acquisition is expected to close in the first half of calendar 2019.

Resolution of the rating review will be based on the acquisition meeting key hurdles, including the approval of the vast majority of shareholders at both companies; anti-trust and other regulatory approvals in at least five major jurisdictions; and clarity on the permanent financing that will be arranged for the cash portion of the transaction.

In its review, Moody's will focus on: 1) the execution risks in consummating the acquisition, including any amendments to the terms as a result of requisite approvals or market conditions; 2) Takeda's post-transaction balance sheet, including the location of liabilities in the combined capital structure and any intercompany guarantees and other support; and 3) its future financial policy, including its appetite for additional acquisitions and shareholder rewards and pace of debt reduction.

Moody's also believes that the acquisition of Shire will enhance Takeda's business profile.

Combining Shire will double Takeda's scale to make Takeda a top 10 pharmaceutical company -- on a global basis -- with a more diverse and profitable portfolio.

Shire's rare diseases business will bring higher profitability and complement Takeda's late-stage development pipeline and enable Takeda to better compete globally with more resources for research and development.

Further, Moody's expects that Shire will add to Takeda's free cash flow which can then be applied toward debt reduction and offset the weakness in its pro forma leverage metrics.

Based on Takeda's current offer, Moody's estimates that any further downgrade could ultimately result in ratings in the mid to high Baa range, but this is dependent on understanding the execution challenges facing Takeda in integrating Shire, as well as assessing the combined company's willingness and capacity to generate free cash flow to materially reduce leverage and over what length of time.

The principal methodology used in these ratings was Pharmaceutical Industry (Japanese) published in July 2017. Please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.

Headquartered in Osaka, Takeda Pharmaceutical Company Limited is the largest pharmaceutical company in Japan in terms of revenue with a focus on gastroenterology, oncology and neuroscience.

Headquartered in Dublin, Shire plc is a global biopharmaceutical company with expertise in rare diseases, hemophilia, immunology, neuroscience and gastroenterology.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

Moody's Japan K.K. is a credit rating agency registered with the Japan Financial Services Agency and its registration number is FSA Commissioner (Ratings) No. 2. The Financial Services Agency has not imposed any supervisory measures on Moody's Japan K.K. in the past year.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Yukiko Asanuma
Analyst
Corporate Finance Group
Moody's Japan K.K.
Atago Green Hills Mori Tower 20fl
2-5-1 Atago, Minato-ku
Tokyo 105-6220
Japan
JOURNALISTS: 81 3 5408 4110
Client Service: 81 3 5408 4100

Mihoko Manabe
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 81 3 5408 4110
Client Service: 81 3 5408 4100

Releasing Office:
Moody's Japan K.K.
Atago Green Hills Mori Tower 20fl
2-5-1 Atago, Minato-ku
Tokyo 105-6220
Japan
JOURNALISTS: 81 3 5408 4110
Client Service: 81 3 5408 4100

No Related Data.
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