Shire has announced that it would be willing to recommend Takeda’s latest and fifth proposal to its shareholders. The revised offer, Takeda’s fifth in recent weeks, values Shire at approximately £46 billion.

The Japanese drugmaker is now offering £49 per share, comprised of £27.26 in new Takeda shares and £21.75 in cash. Its previous offer on Apr. 20 was £47 per share.

The Ireland-domiciled drugs giant noted, however, that the offer is subject to agreement on other terms, including completion of its own due diligence on Takeda, as well as the unanimous and unconditional recommendation of Shire’s board and final approval by Takeda’s board.

If the deal is approved, it would be the largest foreign takeover by a Japanese firm. Shire would own around half of the combined company, with shares listed in both Japan and the US.

Shire’s board has also agreed to extend the deadline under UK Takeover Panel rules to May 8 to enable negotiations to be concluded, adding that the deadline may be extended further if required.

However, Takeda still has the right to make a lower offer for Shire or could even abandon the acquisition if Shire agrees a higher price with another buyer.

Tokyo-based UBS analyst Atsushi Seki told British newspaper Financial Times (FT) that he was unconvinced Shire had the drug development capability and pipeline that justified Takeda’s high price. “According to our analysis, Shire’s profits are not expected to grow significantly,” he said.

Shire boosted its rare disease portfolio nearly two years ago when it paid about $32 billion to buy US biotech Baxalta.