Takeda to Acquire URL Pharma

Takeda Pharmaceutical Company Limited (Takeda) and URL Pharma, Inc.

(URL Pharma) jointly announced today that Takeda's wholly-owned subsidiary, Takeda America Holdings, Inc. and URL Pharma have entered into a definitive agreement to acquire URL Pharma - a privately-held pharmaceutical company headquartered in Philadelphia, Pennsylvania, for an upfront payment of $800 million and future performance-based contingent earn out payments. Upon completion of the acquisition, URL Pharma will be managed by Takeda Pharmaceuticals U.S.A., Inc. The acquisition will contribute significantly to Takeda's revenues, operating income, and free cash flow beginning in fiscal year (FY) 2013. Pending the satisfaction of customary closing conditions, the deal is expected to close within 60 days.

URL Pharma is a pharmaceutical company with 2011 calendar year revenues of nearly $600 million. Its leading product is Colcrys (colchicine) - used to treat and prevent gout flares. Net sales for Colcrys in calendar year 2011 were more than $430 million, and continued growth of Colcrys sales is expected through the product's lifecycle.

“This acquisition expands Takeda's gout treatment portfolio and leverages our expertise in primary care,” said Douglas Cole, president, Takeda Pharmaceuticals U.S.A., Inc. “Gout affects more than eight million Americans, and the prevalence of gout is rising. We are pleased to have URL Pharma's Colcrys added to our product portfolio and look forward to further realizing our goal of helping patients by providing multiple treatment options to manage the symptoms of acute and chronic gout in the U.S.”

Colcrys complements Takeda's position in the gout marketplace with Uloric (febuxostat), used to lower blood uric acid levels in adults with gout. The acquisition of URL Pharma strengthens Takeda's offerings in the U.S. pharmaceutical market by providing patients with more gout management options to treat and prevent gout flares and the high uric acid levels associated with the condition.

“URL Pharma is pleased to become a part of a leading research-based global pharmaceutical company,” said Richard H. Roberts, M.D., Ph.D., Chief Executive Officer, and Chairman of the Board, URL Pharma.

Key Strategic Benefits

Takeda expects the acquisition of URL Pharma will:

• Enhance Takeda's gout treatment portfolio and allow it to provide multiple treatment options to patients and healthcare providers to manage acute and chronic gout in the U.S.
• Contribute to revenues and non-GAAP operating income immediately, with estimated 2012 net sales of more than $550 million and expected continued growth of Colcrys sales through the product's lifecycle.
• Provide a strong, profitable and long-term source of revenue that complements Takeda's core therapeutic areas in the U.S. business.
• Fit within Takeda's existing infrastructure.

Acquisition Summary

(1) Acquiring company: Takeda America Holdings, Inc.
(2) Shareholders of URL Pharma: Elliott Associates L.P., Momar Corporation and Dr. Richard H. Roberts
(3) Payment: Cash
(4) Number of common and preferred stock equivalent to common outstanding shares: 356,669
(5) Acquisition amount: $800 million
The deal includes agreements stipulating Takeda will make future performance-based contingent earn out payments to URL Pharma's current owners beginning in 2015. Other economic provisions are not disclosed.
(6) Planned date of completion: Q1 FY2012
(7) Financial advisor to Takeda: Goldman, Sachs & Co.
(8) Legal advisor to Takeda: Sidley Austin, LLP
(9) Financial advisor to URL Pharma: J.P. Morgan Securities LLC
(10) Legal advisor to URL Pharma: Ropes & Gray LLP

Profile of URL Pharma, Inc.

(1) Corporate Name: URL Pharma, Inc.
(2) Location of executive offices: Philadelphia, Pennsylvania
(3) Representative: Richard H. Roberts, M.D., Ph.D., President, CEO and Chairman
(4) Year of establishment: 1946
(5) Common Stock Equity: $1,000
(6) Additional Paid-in Capital: $1,870,000
Main shareholders are two venture capital investors, Elliott Associates L.P. and Momar Corporation, and Dr. Richard H. Roberts.
(7) Shares: Non-listed
(8) Number of employees: Approximately 500 employees. In addition, URL Pharma has a contracted sales force consisting of approximately 350 individuals.
(9) Relationship with Takeda: No matters to report regarding capital, personal and transactional relationship between Takeda and URL Pharma.
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