Legal Business Blogs

Deal watch: International firms find cure for Takeda’s £46bn pharma takeover as CMS and Pinsents tie up giant wind farm disposal

Slaughter and May, Linklaters, Davis Polk and Ashurst are among the firms to have won major mandates on Japanese pharmaceutical giant Takeda’s £46bn takeover of Irish drug-maker Shire, while CMS and Pinsent Masons led on the sale of the UK’s £2bn Neart na Gaoithe offshore wind farm.

Takeda’s recommended offer is the culmination of a drawn out takeover process which has seen Japan’s largest pharma company make multiple bids for London Stock Exchange-listed Shire over recent months.

Under the terms of the acquisition, shareholders in Shire will be entitled to receive $30.33 in cash, a deal which values the entire share capital of the company at roughly £46bn. Takeda’s acquisition is part of its strategy to expand internationally and add to its cancer, stomach and brain drug portfolios.

Linklaters advised Takeda with a team led by corporate partner James Inglis, including global chairman of corporate Matthew Middleditch and corporate partners Aisling Zarraga, Sarah Flaherty, Tom Shropshire and Hiroya Yamazaki. Japan’s Nishimura & Asahi and offshore firm Ogier also advised Takeda.

Meanwhile, Slaughters and Davis Polk & Wardwell acted for Shire. The Slaughters team included corporate partners Martin Hattrell and Christian Boney, pensions and employment partner Jonathan Fenn, competition partners John Boyce and Claire Jeffs and tax partner Dominic Robertson. The Davis Polk team was led by partners Gar Bason, Bill Chudd and Daniel Brass.

Ashurst advised Evercore, JP Morgan and Nomura as the financial advisers to Takeda with a team led by corporate partners Robert Ogilvy Watson and Tom Mercer and banking partner Tim Rennie. Fried, Frank, Harris, Shriver & Jacobson also advised Evercore with a team including partners Philip Richter and Scott Luftglass. The acquisition will create a leading global biopharmaceutical company incorporated in Japan.

Noted one partner on the merger: ‘Banks since the financial crisis no longer splash the cash around with gay abandon; they have become a lot more cautious.  Share for share mergers – deals with a significant paper element – are more common and enable such big-ticket transactions, where raising enough debt would otherwise be difficult.’

They added: ‘The cash and paper deal is harder to execute and, as usual with these transactions, gave rise to negotiations on the percentage of shares that will be owned by Shire shareholders. Eventually it was agreed that Shire shareholders will own around 50% of the combined company.’

Elsewhere, CMS advised London-headquartered developer Mainstream Renewable Power on its sale to EDF’s renewables subsidiary, EDF Energies Nouvelles, of the £2bn Neart na Gaoithe offshore wind farm in Scotland. Pinsent Masons acted for EDF and Byrne Wallace provided Irish legal advice to Mainstream.

The CMS team advising the seller was led by London partners Charles Currier and Munir Hassan and included Bill Carr, Aaron Fairhurst and Alison Woods.

Meaning ‘strength of the wind’ in Gaelic, Neart na Gaoithe has a capacity of 450MW and is located in the Firth of Forth off the east coast of Scotland. The project, which is underpinned by a 15-year contract for difference (CFD) from National Grid, is slated to be operational by 2023.