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Saturday, November 21, 
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Takeda

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EXECUTIVE SUMMARY
  • In one of the biggest deals of the Spring, Takeda picked up Millennium for $8.8B.
  • Millennium will help direct its global cancer R&D efforts.
  • But Takeda may have more deals in the pipeline.
0616JAPpharma2.pngJapanese drug giant Takeda Pharmaceutical Co. Ltd. took advantage of a sick dollar to buy Millennium Pharmaceuticals Inc. for nearly $9 billion in April, The Deal's Alex Lash wrote. And it looked as if the shopping trip could continue. After a curious shareholder suit, and the plaintiff's motion denied May 5, the deal closed May 14, and Millennium will help guide Takeda's global cancer R&D efforts.

Indeed, six weeks later, Takeda agreed in late May to a pay Cambridge, Mass.-based Alnylam Pharmaceuticals Inc. $150 million to get in on its medicine developments around RNAi, or RNA interference.

But back to the Millennium deal.

Continue reading below

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ELEANOR TURBERG: ACTIVIST SHAREHOLDER?

According to a regulatory filing April 16, Eleanor Turberg, who claimed to be an individual shareholder in Cambridge, Mass.-based Millennium, filed suit against the target and its directors in the Superior Court for Middlesex County, Mass., alleging the board breached its fiduciary duties. The suit sought to enjoin the board from proceeding with the takeover, to rescind the buyout to the extent it had been implemented and -- for the plaintiff -- sought damages and legal fees.

Millennium agreed April 10 to a $25 per share buyout by Osaka, Japan-based Takeda, Japan's largest drug company, which came at a 53% premium to the target's close ahead of the deal.

The suit's argument centered around the timing of the buyout announcement, which was released ahead of first-quarter sales results for the target's flagship product, bortezomib, sold as Velcade. The suit charged the announcement of the buyout was timed "so that the rise in Millennium's share price due to the takeover announcement would mask the inevitable rise due to the positive news about Velcade."

Shortly after the deal's announcement April 10, Millennium said Velcade posted U.S. net sales of $83.5 million for the first quarter of 2008, up 42% over the year-ago period and a 13% increase over the fourth quarter of 2007.

Millennium said it intended to "vigorously defend" against the lawsuit.

DEALS DEALS DEALS

The deal, however, closed May 15 as the largest ever by a Japanese drug company.

It also gave Takeda, which faces the loss of patent protection on two of its flagship drugs in 2009 and 2011, Velcade, which Johnson & Johnson markets outside the U.S., and a pipeline of at least six other compounds for cancer, as well as autoimmune and heart diseases, which are in clinical tests.

As The Deal's Lash and Andrew Bulkeley wrote upon the deal's announcement:

Buying Millennium, which has both small- and large-molecule compounds in development, would give Takeda a bicoastal biotech presence in the U.S. It recently opened a research center near San Francisco devoted to developing therapies based on monoclonal antibodies, a type of bioengineered protein that has become a leading class of medicine.

Takeda posted sales of ¥2.64 trillion ($26 billion) in 2007, which puts it in the second tier of Big Pharma, about the same size as Merck & Co. and Wyeth. Industry leader Pfizer Inc. recorded sales of $44 billion in 2007.

The company is also sitting on a pile of cash worth nearly $20 billion, and the deal marks its third with a U.S. drug group of late. Takeda also plans to purchase up to ¥60 billion of its own shares.

Alongside Abbott Laboratories,Takeda in March announced the two companies would unwind their 31-year-old U.S. joint venture, TAP Pharmaceutical Products Inc. of Lake Forest, Ill., with plans to eventually divide the value of it 50-50. Abbott would get the rights to prostate cancer treatment Lupron Depot and take payments on some of TAP's other and future products. Takeda would get the rights to heartburn medicine Prevacid and the rights to the JV's future drug pipeline.

Takeda said its plan was to integrate TAP into U.S. subsidiaries: Takeda Pharmaceuticals North America Inc. and Takeda Global Research and Development Center Inc.

In March, Takeda signed a development deal with Cell Genesys Inc. for GVAX immunotherapy for prostate cancer treatment. Takeda pledged $50 million up front and up to $270 million in milestone payments.

In February, Takeda picked up the Japanese subsidiary of beleaguered Amgen Inc., which is recovering from its worst year to date, and the local rights to much of its pipeline. The two struck a deal through which Takeda would shell out $300 million, and potentially a lot more, for an experimental cancer drug.

Lash wrote:

In what amounts to three deals, Takeda will take control of Amgen's Japanese subsidiary, the Japanese rights to at least 12 experimental drugs and the worldwide rights to cancer treatment motesanib, currently in late-stage trials. The payments break down to $200 million up-front for the Japanese rights and $100 million for worldwide rights to motesanib. The firms did not disclose the price tag for the subsidiary. ...

The deal gives Tokyo-based Takeda access to a suite of large-molecule biotech drugs, something it sorely lacks, as it scrambles along with other big Western and Japanese pharmaceutical firms to build a biotech franchise, but it doesn't give Takeda a sure-fire blockbuster. ... Among the pipeline drugs for which Takeda has bought Japanese rights, the only one to reach the market so far is Vecitibix.

Here's a snapshot of several years of Takeda's dealmaking:

2007:

  • June: Takeda inked a development deal with cancer therapy research Archemix Corp., agreeing to pay $6 million for the exclusive global rights to develop and market three drugs of its choosing over the next three years.
  • March: Takeda agreed to buy Paradigm Therapeutics Ltd. of Cambridge, U.K., which specializes in early R&D for undisclosed terms. The two have worked together since 2005 on discovery for central nervous system therapies.

2006:

  • February: Affymax Inc., a Palo Alto, Calif.-based drugmaker, and Takeda agree on a development deal for the former's experimental anemia treatment, Hematide, to target the Japanese market. The deal was worth up to $102 million.

2005:

  • September: German pharmaceutical giant Merck KGaA and Takeda signed a co-development deal for Merck's matuzumab, a monoclonal antibody cancer treatment in trials for nonsmall cell lung, gastric and colorectal cancers. Takeda agreed to pay $72 million up-front and milestone payments if the drug got to market. Merck would record worldwide sales outside Japan.
  • June: Takeda agreed to sell its 40% share in Takeda Schering-Plough Animal Health K.K. to joint venture partner Schering-Plough Corp. of New Jersey in a deal worth $21 million. The deal was at the time the latest move by Takeda to sell off noncore business interests.
  • February: Takeda agreed to take control of privately held, San Diego-based drug discovery group Syrrx Inc.

2002-2004:

  • October 2004: Takeda planned a $52 million investment in San Antonio-based BioNumerik Pharmaceuticals Inc. to market Tavocept, BioNumerik's late-stage cancer drug in the U.S. and Canada.
  • All the while, Japanese drug companies were merging up.
  • 2002-2003: In other would-have-been megadeals, Takeda was thought to have been in the running for Bayer AG's pharmaceutical unit in 2002 and 2003, and it was unable to bid for Roche Group AG's vitamin unit given U.S. antitrust concerns. The latter went to DSM, a Dutch chemicals manufacturer, for €2.25 billion ($3.6 billion) in September 2002.
  • March 2002: Kirin Brewery Co. and Takeda's food business, a 51-49 JV, prepared to launch operations, capitalized with a reported $37.7 million. The JV would take the reigns over some of Takeda's household seasoning business, and Kirin planned to take full control of the company down the road.

VENTURING OUT

Meanwhile, Takeda Research Investment Inc. of Palo Alto, Calif., the drug group's venture arm, has hosted several drug groups in its portfolio since it was established with $100 million to kick off investments beginning Jan. 1, 2002:

A few include:

And then there's Tobira Therapeutics Inc., founded in 2006 by Domain Associates LLC partner Eckard Weber in Princeton, N.J., to develop drugs licensed from Takeda. It launched in August 2007 with plans for a pair of HIV drugs and a $31 million first round of funding from Domain, Frazier Healthcare Ventures of Seattle, Montreux Equity Partners of Menlo Park, Calif., and Canaan Partners of Rowayton, Conn.

Dealwatch executive summary
The Date
The Action
5.27.08
4.10.08
Takeda wants in on RNAi.
Takeda takes Millennium.
3.17.08 Takeda, Abbott, to end JV.
2.04.08 Takeda cuts three deals with Amgen.
8.02.07 Tobria launches with $31 million and license from Takeda.
6.28.07 Takeda's venture arm joins Serenex round.
6.11.07 Takeda, Archemix partner up.
3.12.07 Takeda buys Paradigm Therapeutics.
2.14.06 Takeda, Affymax team up.
9.29.05 Merck, Takeda ink drug deal.
6.2005 Takeda exits JV with Schering-Plough.
2.08.05 Takeda picks up Syrrx.
1.2005 Japan's pharma players merge to survival.
10.07.04 Takeda pumps up BioNumerik.
1.1.02 Takeda Research Investment to kick off venture investing.

Source: The Deal, press reports




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