TAKEDA-PHARMACEUTICAL

Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) (“Takeda”) today announced that it has entered into an agreement to divest a portfolio of select products to STADA Arzneimittel AG (“STADA”), an international pharmaceutical company, for a total value of $660 million USD. The portfolio includes over-the-counter (OTC) and prescription pharmaceutical products exclusively in Russia, Georgia, and a number of countries from within the Commonwealth of Independent States, which form part of Takeda’s Growth & Emerging Markets Business Unit.

This is Takeda’s fourth divestment transaction in the past six months that contributes to the Company’s goal to divest approximately $10 billion USD in non-core assets to focus on its five key business areas and commitment to accelerating its deleveraging following its acquisition of Shire. Takeda completed the divestiture of Xiidra® to Novartis for up to $5.3 billion USD in July, announced the sale of TachoSil® to Ethicon for $400 million USD in May, and last month announced its sale of non-core assets in countries spanning Near East, Middle East and Africa to Acino for over $200 million USD.

“This announcement is the latest step in Takeda’s effort to simplify our portfolio, accelerate deleveraging, and continue to invest in our key business areas. We are making strong progress towards executing our strategy and delivering enhanced value for patients and Takeda shareholders,” said Costa Saroukos, Chief Financial Officer, Takeda.

The portfolio to be divested to STADA includes OTC Vitamins and Food Supplements, plus select products within the Cardiovascular, Diabetes, General Medicine, and Respiratory therapeutic areas. The portfolio’s growth is driven by sales of products such as Cardiomagnyl, and other strong regional brands. Combined, the portfolio of products to be divested to STADA and Acino generated revenues of approximately $300 million USD in fiscal year 2018.

While these trusted products continue to play important roles in meeting patient needs, they are not within Takeda's chosen business areas – Gastroenterology, Rare Diseases, Plasma-Derived Therapies, Oncology and Neuroscience – that are core to its global long-term growth.

“Takeda remains committed to the Emerging Markets, Russia and the countries included in this agreement. We will continue to increase patient access to our portfolio of highly innovative medicines across this region through our commercial activities and Access to Medicines program,” said Ricardo Marek, President, Growth & Emerging Markets Business Unit, Takeda. “As we execute on our divestiture goals, we continue to work to ensure that each transaction aligns with Takeda’s values. We are confident that STADA is well placed to provide patients with uninterrupted access to the divested products – a top priority for Takeda – and anticipate most of the employees supporting the divested assets will be given the opportunity to transition over to STADA once the divestiture is completed.”

Takeda intends to use the proceeds from this divestiture to continue to reduce its debt and accelerate deleveraging toward its target of 2.0x net debt/adjusted EBITDA over the next three to five years. Takeda is committed to rapid deleveraging driven by strong cash flow and divestiture proceeds, while also simplifying its portfolio.

Transaction Details

Takeda has entered into an agreement to sell a portfolio of approximately 20 select OTC and prescription pharmaceutical assets sold in Russia, Georgia and countries within the Commonwealth of Independent States namely: Armenia, Azerbaijan, Belarus, Kazakhstan, and Uzbekistan to STADA – an international pharmaceutical company with a two-pillar strategy consisting of generics, including specialty pharmaceuticals and non-prescription consumer health products – for a total value of $660 million USD. Under the terms of the agreement, STADA will acquire the rights, title, and interest to the products in the portfolio exclusive to these countries.

It is anticipated that approximately 500 employees supporting the divested assets will be given the opportunity to transition over to STADA at closing. Further, Takeda and STADA will enter into manufacturing and supply agreements under which Takeda will continue to manufacture and supply the products to STADA.

The transaction is expected to close in Q4 FY19 (January- March 2020), subject to the satisfaction of customary closing conditions. Until then, the products will continue to be made avaliable to patients and manufactured and supplied by Takeda.

Takeda is being advised by BofA Securities (financial advisor) and White & Case (legal advisor) in this transaction.

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, Gastroenterology (GI), Neuroscience, and Rare Diseases. 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 new treatment 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 to working with our partners in health care in approximately 80 countries and regions.

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

Forward-Looking Statements

This press release and any materials distributed in connection with this press release may contain forward-looking statements, beliefs or opinions regarding Takeda’s future business, future position and results of operations, 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” or similar expressions or the negative thereof. Forward-looking statements in this document are based on Takeda’s estimates and assumptions only as of the date hereof. Such forward-looking statements do not represent any guarantee by Takeda or its management of future performance and involve known and unknown risks, uncertainties and other factors, including but not limited to: 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 product development programs; decisions of regulatory authorities and the timing thereof; fluctuations in interest and currency exchange rates; claims or concerns regarding the safety or efficacy of marketed products or product candidates; the timing and impact of post-merger integration efforts with acquired companies; and the ability to divest assets that are not core to Takeda’s operations and the timing of any such divestment(s), any of which may cause Takeda’s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by such forward-looking statements. For more information on these and other factors which may affect Takeda’s results, performance, achievements, or financial position, see “Item 3. Key Information—D. Risk Factors” in Takeda’s most recent Annual Report on Form 20-F and Takeda’s other reports filed with the U.S. Securities and Exchange Commission, available on Takeda’s website at: https://www.takeda.com/investors/reports/sec-filings/ or at www.sec.gov . Future results, performance, achievements or financial position of Takeda could differ materially from those expressed in or implied by the forward-looking statements. Persons receiving this press release should not rely unduly on any forward-looking statements. Takeda undertakes no obligation 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 of Takeda in this press release may not be indicative of, and are not an estimate, forecast or projection of Takeda’s future results.

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