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15 May 2019

Sayenko Kharenko advises Takeda and Shire on obtaining merger clearance in Ukraine for the pharmaceutical deal of the year

Sayenko Kharenko antitrust team has provided legal assistance in obtaining merger clearance with the Antimonopoly Committee of Ukraine (the “AMC“) for the biggest pharmaceutical deal of the year – the USD 62 billion acquisition by Takeda Pharmaceutical Company Limited (Takeda) of the entire issued share capital of Shire plc (Shire). Following completion of the transaction on 7 January 2019, Shire became part of Takeda.

SK antitrust team managed to demonstrate and persuade the AMC on absence of any competition concerns resulting from the deal for any Ukrainian markets and successfully limited the transaction to Phase I review receiving clearance within 45 calendar days. In particular, SK antitrust team successfully illustrated different treatment implications of Takeda’s and Shire’s products that are sold in Ukraine, and proved its arguments by submitting extensive amount of market data on the basis of both EphMRA and WHO ATC classifications. This resulted in a smooth merger control clearance of the transaction in Ukraine.

As a practical matter, the horizontal mergers involving large pharmaceutical companies in Ukraine are reviewed by the AMC within Phase II in-depth investigations that could take up to 180 calendar days for completion of clearance. However, Sayenko Kharenko’s tailor made approach towards each client’s activities in Ukraine allowed to address all the AMC’s questions and concerns in swift and complete manner. The outcome of such individual and accurate attitude towards both clients was the successful clearance of the transaction within regular Phase I review period amounting to 45 calendar days.

Takeda is a global, R&D-driven pharmaceutical company, bringing innovative, life changing medicines to patients across the globe in 80 countries and regions. Takeda was founded and incorporated in Japan, and it is traded on the Tokyo Stock Exchange. It is mainly active in innovative medicine. The company focuses its research efforts on gastroenterology, oncology, central nervous system, and vaccines.

Shire is a global biotechnology company focused on serving patients with rare diseases and other highly specialized conditions. Serving patients and partnering with healthcare communities in over 100 countries, Shire strives to develop best-in-class products across core therapeutic areas including immunology, hematology, neuroscience, internal medicine, genetic diseases, oncology and ophthalmics.

According to Christophe Weber, President and Chief Executive Officer of Takeda Pharmaceutical Company Ltd.: “This marks a significant moment in Takeda’s history and is an exciting step forward as we accelerate our transformation journey to deliver highly-innovative medicines to patients around the world with expanded scale and geographical footprint.”

Sayenko Kharenko antitrust team advising on the project included senior associate Julia Kuyda and associate Igor Pomaz, and was led by partner Vladimir Sayenko.

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