Shire: Takeda dissident group says AGM proposal a ‘smoke signal’ ahead of bidder’s EGM later this year
14 JUN 2018
- Concern is focused on Takeda’s stock price and ability to maintain JPY 180 p/s dividend
- Group claims it has fifty-fifty chance of winning one third at Takeda’s EGM later this year or early 2019
- Expects issues might emerge in next few months regarding Shire’s haemophilia drug Advate
A group of Takeda Pharmaceutical [TYO: 4502] shareholders opposed to the proposed GBP 46bn (USD 61.57bn) acquisition of Shire [LON: SHP] has said its proposed AGM resolution that all deals above JPY 1trn (USD 9.1bn) be approved by shareholders is merely “a smoke signal” ahead of the Japanese pharma group’s EGM later this year or early next year.
“We do not expect this proposal to be approved. It is just like ‘making a smoke signal’. We simply want to see the reaction of other shareholders,” a group representative told this news service. The 130-member dissident group, which include former Takeda employees and several founding family members, holds just 1% of the pharmaceutical company’s shares but hopes ultimately to gain support from other investors.
Shareholder proxy advisors International Shareholder Services (ISS) and Glass Lewis have recommended shareholders vote against the proposal tabled for Takeda’s AGM on 28 June saying there are sufficient existing measures to protect shareholders against undesired corporate actions.
In acknowledging some shareholders’ resistance to the Shire deal, Glass Lewis said it believed “these concerns would be more effectively expressed through engagement with the company or through shareholders' ability to vote on the election of directors”.
The representative said that because Japanese media has now started to write about potential risks behind the acquisition the shareholder group feels it has a fifty-fifty chance of winning one third of votes required to effectively block the deal at the Japanese drug maker's EGM later this year or early next year.
For the deal to proceed under the terms of the 8 May merger agreement Takeda would require more than two thirds of shareholder votes at the EGM in order to issue new shares as part payment for the acquisition. The deal agreement entitles target shareholders to USD 30.33 in cash and either 0.839 new Takeda shares or 1.678 Takeda ADSs for every Shire share they own.
“Whether Takeda will join the world’s top 10 pharmaceutical companies is not an issue for many Japanese individual shareholders. They are simply concerned whether Takeda can maintain its JPY 180 per share dividend and recover its share price, which has already lost about 24%,” said the representative.
The representative admitted 30%-40% of Takeda’s cross shareholders (i.e., financial institutions and corporates who hold Takeda’s shares to maintain their ties with the drug firm) would not vote against the proposal. However, he said the group is trying to build support over the next six months from Japanese retail and overseas shareholders who own 25% and 35% respectively, as of the end of March 2018.
The representative expressed concerns that Takeda is taking a high level of debt to fund the Shire deal and that the proposal is more beneficial to Shire shareholders. “Most likely, Shire shareholders will sell Takeda shares one after another, driving down the share price of Takeda even further,” said the representative. “Takeda CEO Christophe Weber has pledged to maintain the JPY 180 per share dividend. But how the company will generate such cash?”
The group is also doubtful about the prospects of Shire’s haemophilia drug Advate, which is losing its competitive edge following the approval last November of a rival drug Hemlibra launched by Swiss pharmaceutical company Roche [SWX: RO].
“There is a huge possibility that Takeda will be forced to recognize a huge impairment loss for the goodwill of Shire’s haemophilia business to the tune of JPY 1trn,” the representative said. “A Pfizer-type acquisition is not necessary. True, such an acquisition may bring many pipelines, but if looked at carefully, there are many overlaps.”
“We have six months prior to the upcoming EGM. A number of issues related to Shire’s haemophilia business will probably become more apparent during the period,” he added.
A Takeda spokesperson said an invitation letter to the upcoming EGM will be sent to shareholders sometime between October and December 2018. Although many Japanese companies with controversial issues often use video to record their AGMs, the spokesperson said the company has never had and will not have any public TV viewing of the AGM for media purposes.