Takeda Pharmaceutical Company Limited (Translation of Registrant’S Name Into English) ______
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As filed with the Securities and Exchange Commission on June 27, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________________________________ FORM 20-F ___________________________________________________________ ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 001-38757 ___________________________________________________________ Takeda Yakuhin Kogyo Kabushiki Kaisha (Exact name of registrant as specified in its charter) ___________________________________________________________ Takeda Pharmaceutical Company Limited (Translation of registrant’s name into English) ___________________________________________________________ 1-1, Nihonbashi-Honcho 2-Chome Japan Chuo-ku, Tokyo 103-8668, Japan (Jurisdiction of incorporation or organization) (Address of principal executive offices) Costa Saroukos 1-1, Nihonbashi-Honcho 2-Chome Chuo-ku, Tokyo 103-8668, Japan Tel: +81 3 3278-2306 Fax: +81 3 3278-2268 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) ___________________________________________________________ Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbols Name of Each Exchange On Which Registered American Depositary Shares Representing Common Stock TAK New York Stock Exchange Common Stock, no par value* * Listed not for trading, but only in connection with the registration of the American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None ___________________________________________________________ Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 118,250,000 ADSs outstanding as of March 31, 2019 1,565,005,908 shares of common stock as of March 31, 2019 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ý If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ý Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐ Indicate by check mark whether the registrant has submitted electronically every interactive data file required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ý Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued Other ☐ by the International Accounting Standards Board ý If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) 1 Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ 2 TABLE OF CONTENTS Special Note Regarding Forward-Looking Statements PART I Item 1. Identity of Directors, Senior Management and Advisers 6 Item 2. Offer Statistics and Expected Timetable 6 Item 3. Key Information 7 3.A Selected financial data 7 3.B Capitalization and indebtedness 7 3.C Reason for the offer and proceeds 7 3.D Risk factors 7 Item 4. Information on the Company 23 4.A History and development of the company 23 4.B Business overview 24 4.C Organizational structure 50 4.D Property, plant and equipment 50 Item 4A. Unresolved Staff Comments 51 Item 5. Operating and Financial Review and Prospects 51 5.A Operating results 51 5.B Liquidity and capital resources 63 5.C Research and development, patents and licenses 66 5.D Trend information 66 5.E Off-balance sheet arrangements 66 5.F Tabular disclosure of contractual obligations 67 5.G Safe harbor 67 Item 6. Directors, Senior Management and Employees 67 6.A Directors and senior management 67 6.B Compensation 76 6.C Board practices 77 6.D Employees 78 6.E Share ownership 79 Item 7. Major Shareholders and Related Party Transactions 80 7.A Major shareholders 80 7.B Related party transactions 80 7.C Interest of experts and counsel 80 Item 8. Financial Information 80 8.A Consolidated statements and other financial information 80 8.B Significant changes 81 Item 9. The Offer and Listing 81 9.A Offer and listing details 81 9.B Plan of distribution 81 9.C Markets 81 9.D Selling shareholders 82 9.E Dilution 82 9.F Expenses of the issue 82 Item 10. Additional Information 82 10.A Share capital 82 3 10.B Memorandum and articles of association 82 10.C Material contracts 89 10.D Exchange controls 90 10.E Taxation 91 10.F Dividends and paying agents 95 10.G Statement by experts 95 10.H Documents on display 95 10.I Subsidiary information 95 Item 11. Quantitative and Qualitative Disclosures about Market Risk 95 Item 12. Description of Securities Other Than Equity Securities 95 12.A Debt securities 95 12.B Warrants and rights 95 12.C Other securities 95 12.D American Depositary Shares 95 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 97 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 97 Item 15. Controls and Procedures 97 Item 16A. Audit Committee Financial Expert 97 Item 16B. Code of Ethics 98 Item 16C. Principal Accountant Fees and Services 98 Item 16D. Exemptions from the Listing Standards for Audit Committees 98 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 99 Item 16F. Change in Registrant’s Certifying Accountant 99 Item 16G. Corporate Governance 100 Item 16H. Mine Safety Disclosure 101 PART III Item 17. Financial Statements 101 Item 18. Financial Statements 101 Item 19. Exhibits 101 4 As used in this annual report, references to the “Company,” “Takeda,” “we,” “us” and “our” are to Takeda Pharmaceutical Company Limited and, except as the context otherwise requires, its consolidated subsidiaries. In this annual report, we present our audited consolidated financial statements as of March 31, 2018 and 2019 and for the fiscal years ended March 31, 2017, 2018 and 2019. Our consolidated financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The term IFRS also includes International Accounting Standards (“IAS”) and the related interpretations of the committees (Standard Interpretations Committee and International Financial Reporting Interpretations Committee). As used in this annual report, “yen,” “¥” or "JPY" means the lawful currency of Japan, “U.S. dollar,” “$” or "USD" means the lawful currency of the United States of America (“U.S.”), “pound sterling” or “£” means the lawful currency of the United Kingdom and “euro,” “€” or “EUR” means the lawful currency of the member states of the European Monetary Union. As used in this annual report, “ADS” means an American Depositary Share, representing 0.5 shares of the Company’s common stock, and “ADR” means an American Depositary Receipt evidencing one or more ADSs. See “Item 12. Description of Securities Other Than Equity Securities— D. American Depositary Shares.” As used in this annual report, except as the context otherwise requires, the “Companies Act” means the Companies Act of Japan. Amounts shown in this annual report have been rounded to the nearest indicated digit unless otherwise specified. In tables and graphs with rounded figures, sums may not add up due to rounding.