SEC Form 6-K filed by Takeda Pharmaceutical Company Limited
$TAK
Biotechnology: Pharmaceutical Preparations
Health Care
FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of September 2024
Commission File Number: 001-38757
TAKEDA PHARMACEUTICAL COMPANY LIMITED
(Translation of registrant’s name into English)
1-1, Nihonbashi-Honcho 2-Chome
Chuo-ku, Tokyo 103-8668
Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Information furnished on this form:
EXHIBIT
Exhibit Number | ||||||||
| 1 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TAKEDA PHARMACEUTICAL COMPANY LIMITED | |||||||||||
| Date: September 26, 2024 | By: | /s/ Norimasa Takeda | |||||||||
Norimasa Takeda Chief Accounting Officer and Corporate Controller | |||||||||||
| [Cover] | |||||
| [Document Filed] | Extraordinary Report | ||||
| [Filed with] | Director, Kanto Local Finance Bureau | ||||
| [Filing Date] | September 26, 2024 | ||||
| [Company Name] | Takeda Pharmaceutical Company Limited | ||||
| [Title and Name of Representative] | Christophe Weber, Representative Director, President & Chief Executive Officer | ||||
| [Address of Head Office] | 1-1, Doshomachi 4-chome, Chuo-ku, Osaka (The above address is the registered head office location and the ordinary business operations are conducted at the “Nearest Place of Contact”) | ||||
| [Telephone Number] | Not applicable | ||||
| [Name of Contact Person] | Not applicable | ||||
| [Nearest Place of Contact] | 1-1, Nihonbashi-Honcho 2-chome, Chuo-ku, Tokyo (Global Headquarters) | ||||
| [Telephone Number] | +81-3-3278-2111 (Main telephone number) | ||||
| [Name of Contact Person] | Norimasa Takeda, Head of Global Consolidation and Japan Reporting, Global Finance | ||||
| [Please for public inspection] | Takeda Pharmaceutical Company Limited (Global Headquarters) (1-1, Nihonbashi Honcho 2-chome, Chuo-ku, Tokyo) Tokyo Stock Exchange, Inc. (2-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo) Nagoya Stock Exchange, Inc. (8-20, Sakae 3-chome, Naka-ku, Nagoya) Fukuoka Stock Exchange (14-2, Tenjin 2-chome, Chuo-ku, Fukuoka) Sapporo Stock Exchange (14-1, Minamiichijonishi 5-chome, Chuo-ku, Sapporo) | ||||
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| 1. | Reason for Submitting the Extraordinary Report | ||||||||||
The Company has submitted the Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item 3 of the Cabinet Office Ordinance concerning Disclosure of Corporate Affairs, etc. to report on resolution dated September 25, 2024, on a merger between specified subsidiaries that results in change to a status of the below specified subsidiary. | |||||||||||
| 2. | Details of the Extraordinary Report | ||||||||||
| (1) | Outline of specified subsidiaries | ||||||||||
| (a) | Company name | Shire Pharmaceuticals International Unlimited Company | |||||||||
| (b) | Headquarters | Block 2, Miesian Plaza, 50-58 Baggot Street Lower, Dublin 2, D02 HW68 Republic of Ireland | |||||||||
| (c) | Name of representatives | Denis Anthony Ahern, Fiona Foley, Barbara Lenzlinger, Susan O’Reilly | |||||||||
| (d) | Capital | USD 6,891,886,042 | |||||||||
| (e) | Description of business | Shareholding of former Shire group entities | |||||||||
| (2) | Number of votes held prior to and after merger | ||||||||||
| (a) | Number of votes | ||||||||||
| Before merger | 6,891,886,042 votes (of which 6,891,886,042 votes owned indirectly) | ||||||||||
After merger | 0 votes | ||||||||||
| (b) | Voting rights ownership ratio | ||||||||||
| Before merger | 100.0 % (of which 100.0 % owned indirectly) | ||||||||||
After merger | 0.0% | ||||||||||
| (3) | Reason for change and date of merger | ||||||||||
| (a) | Reason for change | ||||||||||
The Company has decided to merge its specified subsidiary, Shire Pharmaceuticals International Unlimited Company, into another specified subsidiary, Shire Ireland Finance Trading Limited, resulting in the dissolution of Shire Pharmaceuticals International Unlimited Company. | |||||||||||
| (b) | Date of merger | ||||||||||
The administrative and legal processes of the merger will commence in due course in compliance with local regulations, however, the date of completion cannot be determined yet. | |||||||||||
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