0001395064-13-000003.txt : 20130328
0001395064-13-000003.hdr.sgml : 20130328
20130328141719
ACCESSION NUMBER: 0001395064-13-000003
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20130328
DATE AS OF CHANGE: 20130328
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: TAKEDA PHARMACEUTICAL CO LTD
CENTRAL INDEX KEY: 0001395064
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 1-1, DOSCHOMACHI 4-CHOME
CITY: CHUO-KU, OSALCA 540-8645
STATE: M0
ZIP: 00000
MAIL ADDRESS:
STREET 1: 1-1, DOSCHOMACHI 4-CHOME
CITY: CHUO-KU, OSALCA 540-8645
STATE: M0
ZIP: 00000
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: NPS PHARMACEUTICALS INC
CENTRAL INDEX KEY: 0000890465
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 870439579
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-44877
FILM NUMBER: 13723249
BUSINESS ADDRESS:
STREET 1: 550 HILLS DRIVE
CITY: BEDMINSTER
STATE: NJ
ZIP: 07921
BUSINESS PHONE: (908) 450-5300
MAIL ADDRESS:
STREET 1: 550 HILLS DRIVE
CITY: BEDMINSTER
STATE: NJ
ZIP: 07921
SC 13G
1
Schedule13Gfile.txt
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO Sec. 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO Sec. 240.13d-2(b)
(Amendment No. _____)
NPS PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
62936P103
(CUSIP Number)
March 18, 2013
(Date of Event Which Requires Filing this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13G
CUSIP No. 848934105 Page 2 of 6 Pages
(1)
Name of Reporting Persons
Takeda Pharmaceutical Company Limited
(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
Japan
Number of (5) Sole Voting Power 0
Shares
Beneficially (6) Shared Voting Power 7,401,294
Owned by
Each (7) Sole Dispositive Power 0
Reporting
Person (8) Shared Dispositive Power 7,401,294
With
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
7,401,294 shares
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
(11)
Percent of Class Represented by Amount in Row 9
8.0% (Based on 86,908,471 shares of Common Stock outstanding as of
February 14, 2013, as reported in a Form 10-K filed by the
Issuer on February 21, 2013, plus the issuance of 6,067,961
shares to reporting persons on March 18, 2013)
(12)
Type of Reporting Person
CO
SCHEDULE 13G
CUSIP No. 848934105 Page 3 of 6 Pages
(1)
Name of Reporting Persons
Takeda Pharma A/S
(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
Denmark
Number of (5) Sole Voting Power 0
Shares
Beneficially (6) Shared Voting Power 4,974,110
Owned by
Each (7) Sole Dispositive Power 0
Reporting
Person (8) Shared Dispositive Power 4,974,110
With
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
4,974,110 shares
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
(11)
Percent of Class Represented by Amount in Row 9
5.3% (Based on 86,908,471 shares of Common Stock outstanding as of
February 14, 2013, as reported in a Form 10-K filed by the
Issuer on February 21, 2013, plus the issuance of 6,067,961
shares to reporting persons on March 18, 2013)
(12)
Type of Reporting Person
CO
SCHEDULE 13G
CUSIP No. 848934105 Page 4 of 6 Pages
(1)
Name of Reporting Persons
Takeda GmbH
(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
Germany
Number of (5) Sole Voting Power 0
Shares
Beneficially (6) Shared Voting Power 2,427,184
Owned by
Each (7) Sole Dispositive Power 0
Reporting
Person (8) Shared Dispositive Power 2,427,184
With
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
2,427,184 shares
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
(11)
Percent of Class Represented by Amount in Row 9
2.6% (Based on 86,908,471 shares of Common Stock outstanding as of
February 14, 2013, as reported in a Form 10-K filed by the
Issuer on February 21, 2013, plus the issuance of 6,067,961
shares to reporting persons on March 18, 2013)
(12)
Type of Reporting Person
CO
SCHEDULE 13G
CUSIP No. 848934105 Page 5 of 6 Pages
Item 1(a). Name of Issuer:
NPS Pharmaceuticals, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
550 Hills Drive, 3rd Floor Bedminster, New Jersey 07921
Item 2(a). Names of Persons Filing:
Item 1 on each of pages 2 through 4 is incorporated herein by
reference.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of Takeda Pharmaceutical Company Limited is 12-10
Nihonbashi 2-chome, Chuo-Ku, Tokyo 103-8668. The address of
Takeda Pharma A/S and Takeda GmbH is Thurgauerstrasse 130,
8152 Glattpark-Opfikon (Zuerich), Switzerland
Item 2(c). Citizenship:
Item 4 on each of pages 2 through 4 is incorporated herein by
reference.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
62936P103
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or Rule 13d-2(b)
or (c), check whether the person is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] Investment Adviser, in accordance with
Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund, in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] Parent Holding Company or control person, in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
Investment Company under Section 3(c)(14) of the Investment
Company Act of 1940.
(j) [ ] A non-U.S. institution in accordance with
Rule 13d-1(b)(1)(ii)(J).
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
Item 4. Ownership:
Items 5 through 9 and 11 on each of pages 2 through 4 are
incorporated herein by reference.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
SCHEDULE 13G
CUSIP No. 848934105 Page 6 of 6 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
See Exhibit 99.1.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under
Sec. 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: March 28, 2013
TAKEDA PHARMACEUTICAL COMPANY LIMITED
By: /s/ Toshinobu Mamiya
_________________________________
Name: Toshinobu Mamiya
Title: Senior Director, Corporate Treasury
TAKEDA PHARMA A/S
By: /s/ Satoru Noguchi
_________________________________
Name: Satoru Noguchi
Title: Area Head, N.W. Europe & Canada
TAKEDA GMBH
By: /s/ S. Kollmann
_________________________________
Name: Stefan Kollmann
Title: Vice President
Exhibit 99.1
Identification of the subsidiary which acquired the security being
reported on by the parent holding company
Exhibit 99.2
Agreement among Takeda Pharmaceutical Company Limited, Takeda Pharma
A/S and Takeda GmbH as to joint filing of Schedule 13G
EX-99
2
Sc13Gexh1.txt
Exhibit 99.1
Identification of the subsidiary which acquired the security being
reported on by the parent holding company or control person.
Each of Takeda Pharma A/S and Takeda GmbH is an indirect
wholly-owned subsidiary of Takeda Pharmaceutical Company Limited.
EX-99
3
Sc13Gexh2.txt
Exhibit 99.2
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G filed
herewith (and any amendments thereto), relating to the Common Stock of NPS
Pharmaceuticals, Inc., a Delaware corporation, is being filed jointly with
the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the
Securities Exchange Act of 1934, as amended, on behalf of each of the
undersigned.
This Agreement may be executed in counterparts and each of such
counterparts taken together shall constitute one and the same instrument.
Dated this 28th day of March, 2013.
TAKEDA PHARMACEUTICAL COMPANY LIMITED
By: /s/ Toshinobu Mamiya
--------------------------
Name: Toshinobu Mamiya
Title: Senior Director, Corporate Treasury
TAKEDA PHARMA A/S
By: /s/ Satoru Noguchi
--------------------------
Name: Satoru Noguchi
Title: Area Head, N.W. Europe & Canada
TAKEDA GMBH
By: S. Kollmann
--------------------------
Name: Stefan Kollmann
Title: Vice President
By: Alexander Maechler
--------------------------
Name: Alexander Maechler
Title: Senior Director