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Takeda Simplifies Portfolio and Accelerates Deleveraging Through Two Divestitures

It agrees to sell Xiidra and divest TachoSil.

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(PRESS RELEASE) OSAKA, Japan — Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) (“Takeda”) announced that it has entered into agreements to divest its Xiidra (lifitegrast ophthalmic solution) 5% product (“Xiidra ”) to Novartis and its TachoSil Fibrin Sealant Patch (“TachoSil ”) to Ethicon as part of its strategy to focus on business areas core to its long-term growth and facilitate rapid deleveraging following its acquisition of Shire.

“These initial divestitures represent important steps in advancing the growth strategy Takeda outlined following our transformational acquisition of Shire earlier this year,” said Christophe Weber, president and CEO of Takeda. “We are working to strategically simplify and optimize our portfolio, while also rapidly deleveraging and continuing to invest in our growth drivers as a global, values-based, R&D-driven biopharmaceutical leader.”

Takeda will focus on its key business areas – Gastroenterology (GI), Rare Diseases, Plasma-Derived Therapies, Oncology and Neuroscience. This focus enables Takeda to continue to deliver highly-innovative medicines and transformative care to patients around the world, creating long-term value for Takeda shareholders.

Takeda will receive $3.4 billion upfront in cash and up to an additional $1.9 billion in potential milestone payments from Novartis, and approximately $400 million upfront in cash from Ethicon. Takeda intends to use the proceeds from these divestitures to reduce its debt and accelerate deleveraging toward its target of 2.0x net debt/adjusted EBITDA in the medium term. Takeda is committed to rapid deleveraging driven by strong cash flow and divestiture proceeds, while also simplifying its portfolio.

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At present, Takeda does not expect these divestitures to have a material impact on its FY2019 consolidated earnings forecast, scheduled to be announced on May 14th. The FY2019 forecast will be updated at a later date to reflect these divestitures once a reliable estimate of their impact can be made, which will depend upon the exact timing of transaction close.

Xiidra (lifitegrast ophthalmic solution) 5% Product

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Takeda has entered into an agreement to sell Xiidra to Novartis for a $3.4 billion upfront payment and up to an additional $1.9 billion in potential milestone payments. For the fiscal year ended December 31, 2018 adjusted net sales reported for Xiidra were $388 million. Following a robust process, Takeda determined that this transaction would create the most value for Takeda shareholders, and ensure the business will continue delivering innovative therapeutics to the patients and professionals who rely on them.

Xiidra is the first and only prescription treatment approved by the U.S. Food and Drug Administration for both signs and symptoms of dry eye disease, with a mechanism of action that targets inflammation. Upon close, approximately 400 employees, who are based primarily in the U.S. and Canada, will transition to Novartis.

The agreement is expected to close in the second half of calendar year 2019, subject to the satisfaction of customary closing conditions, receipt of required regulatory clearances and, where applicable, satisfaction of local works council
requirements.

Evercore Group LLC is acting as financial advisor to Takeda and Davis, Polk & Wardwell LLP is acting as Takeda’s legal advisor in this transaction.

TachoSil Fibrin Sealant Patch

Separately, Takeda has entered into an agreement to sell TachoSil , a surgical patch designed to achieve safe, fast and reliable bleeding control, to Ethicon. Upon close, approximately 80 employees will transition to Ethicon. Takeda recorded full year adjusted net sales for TachoSil of approximately $155 million in the fiscal year ended March 31, 2018.

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Under the terms of the agreement, upon close, Ethicon will acquire the assets and licenses that support the manufacturing, licensing and commercialization of TachoSil , while Takeda will maintain ownership of the manufacturing facility in Linz, Austria. Takeda has entered into a long-term manufacturing services agreement, under which it will continue to manufacture TachoSil products and supply them to Ethicon.

The agreement is expected to close in the second half of calendar year 2019, subject to the satisfaction of customary closing conditions, receipt of required regulatory clearances and, where applicable, satisfaction of local works council
requirements.

Nomura is acting as financial advisor to Takeda and Linklaters LLP is acting as Takeda’s legal advisor in this transaction.

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Press Releases

Etnia Barcelona Foundation Partners with Von Miller’s Von’s Vision Foundation

Etnia Barcelona is set to become the exclusive provider of fashionable frames for Von’s Vision Centers.

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(PRESS RELEASE) – In continuation of expanding its growth and outreach efforts in the U.S. market, Etnia Barcelona has announced a partnership with Linebacker Von Miller of the NFL’s Denver Broncos and his charitable foundation, Von’s Vision. With support from its own foundation, Etnia Barcelona is set to become the exclusive provider of fashionable frames for Von’s Vision Centers, one of the signature community outreach program’s Von’s Vision.

The newest program of Miller’s foundation, Von’s Vision Centers allow in-need students to receive vision care on an ongoing basis without the burden of transportation. These new centers are a customized optical center kiosk, located at select Boys & Girls Club facilities in Metro Denver and soon-to-be Texas A&M University, that hold fashionable eyewear and accessories, creating a unique and exciting optical center on wheels.

Volunteer medical providers, provided through Hero Practice Services, will use portable equipment to conduct onsite eye exams and the children and young adults will “shop” for fashionable eyewear, provided by Etnia Barcelona Foundation. Once ready, their fulfilled glasses with lenses will be delivered back to the participating Von’s Vision Center location for a reveal day.

As a part of their contribution the Etnia Barcelona Foundation has recently donated over 3,000 frames with its anticipation for the Von’s Vision Center to serve a minimum of 600 children this year alone. The first Vision Day will commence on May 14, 2019, with a combination of several other charitable events throughout the year.

Together, Etnia Barcelona hopes to continue our partnership in the years to come and expand the outreach of both programs across the entire United States.

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Press Releases

L’Amy America Launches Tri-Flex Performance Series

It offers a 3-point, self-adjusting temple tip system.

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(PRESS RELEASE) NORWALK, CT – America’s athletic wear originator, Champion brings a new 3-tiered sub collection of performance-based eyewear, to a market thirsting for heritage sport brands offering value-added features and true performance.

Perfectly suited for active lifestyles, Champion’s new Tri-Flex collection offers a 3-point, self-adjusting temple tip system which provides custom fit, secure grip, and on face stability. The tip, which adjusts from 1 to 90 degrees downward, gently but securely fits over the mastoidal bend, allowing the frame to fit snuggly and comfortably over the ear. An easy click and the system is engaged-the wearer can perform any task from basketball and golf to yard work and boating without worry of frames slipping, bouncing, or moving around during wear. Offering the same security as other eyewear retaining devices, the Tri-Flex tip is built-in to the frame. No extra “cord” required to insure frame security.

The Tri-Flex collection is comprised of 5 ophthalmic models for adults (2 in Extended Size), 4 ophthalmic models for tweens, and 4 sunglasses also for adults. With features such as handmade acetate and stainless steel fronts, optical quality polarized lenses and custom-crafted color selections, the new Tri-Flex series offers the same fine quality construction and powerful consumer brand recognition as its core eyewear collection.

L’Amy America Lifestyle Brands Director, Connie Reiss reminds “Champion was Lyst.com’s #2 most-searched brand of 2018. We are fueling this explosive brand-trajectory with the Tri-Flex series of eyewear, while ultimately drawing upon Champion roots of athletic functionality.”

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Coburn Technologies New National Sales Manager for Diagnostics Instruments

He will focus on diagnostic instruments for the United States market.

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Ezequiel Lukin

(PRESS RELEASE) SOUTH WINDSOR, CT – Coburn Technologies, Inc. welcomes Ezequiel Lukin as its new national sales manager, with specific focus on diagnostic instruments for the United States market.

“Ezequiel is a great addition to our team,” states vice president of sales, Wayne Labrecque. “Our diagnostics product line is an integral part of our business, and with a growing interest in our products, as well as new product development, we are confident Ezequiel will strategically build our business further.”

Lukin is an experienced veteran in the optical industry. As the former global sales manager for Volk Optical, Lukin brings more than 20 years of sales and optical experience to Coburn Technologies. His experience includes general sales with a specific focus on diagnostics instruments to eye care practitioners in the United States, Latin America and Europe.

“I am excited to be joining Coburn Technologies,” Lukin said. “Coburn is a well-respected company in the industry, and I believe that with my experience and their history, we will drive the company’s share in the diagnostics instruments market to new heights.”

Lukin joins Coburn Technologies’ sales team, which has recently added a number of industry veterans including Marina Vaynberger, international regional sales manager, Al Bednar, director of laboratory sales, Mark Kaplan senior territory sales representative and Jason Frank, sales manager for Latin America.

“Ezequiel represents the latest addition to strengthening our international sales organization,” states Alex Incera, president of Coburn Technologies. “With specific focus on developing our ophthalmic instruments business, Ezequiel is an integral addition and will help drive our diagnostics product offering and market leadership.”

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