TIDMSHP
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
DECEMBER 5, 2018
RECOMMED OFFER
for
SHIRE PLC
by
TAKEDA PHARMACEUTICAL COMPANY LIMITED
Results of Court Meeting and Shire General Meeting
On May 8, 2018, Shire plc ("Shire") and Takeda Pharmaceutical Company
Limited ("Takeda") announced that they had reached agreement on the
terms of a recommended cash and share offer to be made by Takeda for the
entire issued and to be issued share capital of Shire (the
"Acquisition"). The Acquisition is to be effected by means of a scheme
of arrangement under Article 125 of the Companies (Jersey) Law 1991 (as
amended) (the "Scheme").
Shire announces that the Court Meeting to consider the Scheme and the
Shire General Meeting to consider the Special Resolution relating to the
Acquisition were each held today and:
-- the requisite majority of Scheme Shareholders voted to approve the Scheme
at the Court Meeting; and
-- the requisite majority of Shire Shareholders voted to pass the Special
Resolution to approve the implementation of the Scheme, including the
amendment of the articles of association of Shire and the appointment of
Shire as agent of the Scheme Shareholders, at the Shire General Meeting.
Details of the resolutions passed are set out in the notices of the
Court Meeting and Shire General Meeting contained in Parts XII and XIII
(respectively) of the scheme document published on November 12, 2018
(the "Scheme Document").
The detailed voting results in relation to the Court Meeting and the
Shire General Meeting are set out below.
Voting results of the Court Meeting
The results of the poll at the Court Meeting held on December 5, 2018
are set out in the table below. Each Scheme Shareholder, present in
person or by proxy, was entitled to one vote per Scheme Share held at
the Voting Record Time.
No. of
Scheme
Shares
voted as
a % of
the Scheme
Shares
eligible
Results No. of No. of % of Scheme to be voted
of the Scheme % of Scheme Scheme Shareholders at the
Court Shares Shares Shareholders who voted Court Meeting
Meeting voted (2 d.p.) who voted (2 d.p.) (2 d.p.)
--------- ----------- ----------- ------------- ------------- --------------
FOR 608,080,536 99.81 1,028 95.63 66.39
--------- ----------- ----------- ------------- ------------- --------------
AGAINST 1,165,661 0.19 47 4.37 0.13
--------- ----------- ----------- ------------- ------------- --------------
TOTAL 609,246,197 100.00 1,075 100.00 66.52
--------- ----------- ----------- ------------- ------------- --------------
Voting results of the Shire General Meeting
The results of the poll at the Shire General Meeting held on December 5,
2018 are set out in the table below. Each Shire Shareholder, present in
person or by proxy, was entitled to one vote per Shire Share held at the
Voting Record Time.
FOR(1) AGAINST TOTAL WITHHELD(2)
---------------- ---------------------- -------------------- ----------- -----------
Special No. of % Votes No. of % Votes No. of No. of
Resolution Votes (2 d.p.) Votes (2 d.p.) Votes Votes
---------------- ----------- --------- --------- --------- ----------- -----------
Approval
of the
implementation
of the
Scheme,
including
amendments
to the
Shire
Articles
and the
appointment
of Shire
as agent
of the
Scheme
Shareholders 677,231,676 99.84 1,103,603 0.16 678,335,279 3,183,994
---------------- ----------- --------- --------- --------- ----------- -----------
(1) Includes discretionary votes.
(2) A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the Special
Resolution.
The total number of Shire Shares in issue as at the Voting Record Time
was 923,245,553 (including 7,357,283 shares held in treasury). Therefore,
the total voting rights in Shire as at the Voting Record Time were
915,888,270 Shire Shares.
A copy of the Special Resolution passed at the Shire General Meeting
will shortly be available for inspection on the National Storage
Mechanism at www.morningstar.co.uk/uk/nsm.
Effective Date and Timetable
The outcome of the Court Meeting and the Shire General Meeting means
that Conditions 2(a) and 2(b) (as set out in Part IV of the Scheme
Document) have been satisfied. The Acquisition remains subject to the
sanction of the Court.
Shire and Takeda confirm their previously announced expectation that
completion of the Acquisition will take place on January 8, 2019 and
that the expected timetable of principal events relating to the Scheme
remains as set out in the Scheme Document.
Unless otherwise defined, all capitalised terms in this announcement
(the "Announcement") shall have the meaning given to them in the Scheme
Document.
Enquiries:
Shire Citigroup Global Markets
Christoph Brackmann (Investor Limited
Relations) (joint financial adviser
christoph.brackmann@shire.com to Shire)
+41 41 288 41 29 (US) Chris Hite
Scott Burrows (Investor +1 212 816 6000
Relations) Cary Kochman
scott.burrows@shire.com (UK) Jan Skarbek
+41 41 288 41 95 Andrew Seaton (Corporate
Sun Kim (Investor Relations) Broking)
sun.kim@shire.com +44 207 986 4000
+1 617 588 8175
Katie Joyce (Media)
kjoyce@shire.com
+1 781 482 2779
Goldman Sachs International Morgan Stanley & Co.
(joint financial adviser International plc
to Shire) (joint financial adviser
Anthony Gutman to Shire)
Robert King Clint Gartin
Nick Harper Philippe Gallone
+44 207 774 1000 David Kitterick
Peter Moorhouse (Corporate
Broking)
+44 207 425 8000
FTI Consulting
(communications support
to Shire)
Ben Atwell
Brett Pollard
+44 (0) 203 727 1000
Takeda Evercore
Elissa Johnsen (Media (joint financial adviser
-- outside of Japan) to Takeda)
elissa.johnsen@takeda.com (US) Will Hiltz
+1 224 554 3185 John Honts
Kazumi Kobayashi (Media +1 212 857 3100
-- within Japan) (UK) Julian Oakley
Kazumi.kobayashi@takeda.com +44 207 653 6000
+81 3 3278 2095
Tsuyoshi Tada (Media
-- within Japan)
tsuyoshi.tada@takeda.com
+81 3 3278 2417
Takashi Okubo (Investor
Relations)
takeda.ir.contact@takeda.com
+81 3 3278 2306
J.P. Morgan Cazenove Nomura
(joint financial adviser (joint financial adviser
to Takeda) to Takeda)
Michele Colocci Akira Kiyota
Dwayne Lysaght Paolo Cicchine
James Mitford Andrew McNaught
James Robinson Oliver Tucker
+44 207 742 4000 +44 207 102 1000
Finsbury
(communications support
to Takeda)
(UK) James Murgatroyd
/ Rollo Head / Anjali
Unnikrishnan
+44 207 251 3801
(US) Kal Goldberg / Chris
Ryall
+1 646 805 2000
Further Information
This Announcement is provided for information purposes only. It is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, exchange, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise nor will there be
any sale, issuance, exchange or transfer of securities of Shire or
Takeda pursuant to the Acquisition or otherwise in any jurisdiction in
contravention of applicable law.
Restricted Jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and Jersey may be restricted
by law and therefore any persons into whose possession this Announcement
comes who are subject to the laws of any jurisdiction other than the
United Kingdom and Jersey should inform themselves about, and observe,
any applicable requirements. In particular, the ability of persons who
are not resident in the United Kingdom or Jersey to vote their Shire
Shares with respect to the Scheme at the Court Meeting, to execute and
deliver forms of proxy appointing another to vote at the Court Meeting
on their behalf or to hold or vote Takeda Shares may be affected by the
laws of the relevant jurisdiction in which they are located. Any failure
to comply with such requirements may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and other persons involved in
the Acquisition disclaim any responsibility or liability for any
violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying with
Jersey law, the Takeover Code, the Market Abuse Regulation and the
Disclosure and Transparency Rules and the information disclosed may not
be the same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws and regulations of
jurisdictions outside Jersey.
Further details in relation to Shire Shareholders who are resident in,
ordinarily resident in, or citizens of, jurisdictions outside the United
Kingdom and Jersey is contained in the Scheme Document.
Medical information
This Announcement contains information about products that may not be
available and in all countries, or may be available under different
trademarks, for different indications, in different dosages, or in
different strengths. Nothing contained herein should be considered a
solicitation, promotion or advertisement for any prescription drugs,
including the ones under development.
No profit forecasts or estimates
Unless expressly stated otherwise, nothing in this Announcement
(including any statement of estimated synergies) is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or earnings per
share or dividend per share for Takeda or Shire, as appropriate, for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share or dividend per
share for Takeda or Shire, as appropriate.
Forward Looking Statements
This Announcement contains certain statements about Takeda and Shire
that are or may be forward looking statements, including with respect to
a possible combination involving Takeda and Shire. All statements other
than statements of historical facts included in this Announcement may be
forward looking statements. Without limitation, forward looking
statements often include words such as "targets", "plans", "believes",
"hopes", "continues", "expects", "aims", "intends", "will", "may",
"should", "would", "could", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof. By their
nature, forward-looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that will occur in the
future and the factors described in the context of such forward-looking
statements in this Announcement could cause actual results and
developments to differ materially from those expressed in or implied by
such forward-looking statements. Such risks and uncertainties include,
but are not limited to, the possibility that a possible combination will
not be pursued or consummated, failure to obtain necessary regulatory
approvals or to satisfy any of the other conditions to the possible
combination if it is pursued, adverse effects on the market price of
Takeda's or Shire's ordinary shares and on Takeda's or Shire's operating
results because of a failure to complete the possible combination,
failure to realise the expected benefits of the possible combination,
negative effects relating to the announcement of the possible
combination or any further announcements relating to the possible
combination or the consummation of the possible combination on the
market price of Takeda's or Shire's ordinary shares, significant
transaction costs and/or unknown liabilities, general economic and
business conditions that affect the combined companies following the
consummation of the possible combination, changes in global, political,
economic, business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax laws, regulations, rates and
policies, future business combinations or disposals and competitive
developments. Although it is believed that the expectations reflected
in such forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this Announcement.
Additional risk factors that may affect future results are contained in
Shire's most recent Annual Report on Form 10-K and in Shire's subsequent
Quarterly Reports on Form 10-Q, in each case including those risks
outlined in 'ITEM1A: Risk Factors', and in Shire's subsequent reports on
Form 8-K and other Securities and Exchange Commission filings (available
at www.shire.com and www.sec.gov), the contents of which are not
incorporated by reference into, nor do they form part of, this
Announcement. These risk factors expressly qualify all forward-looking
statements contained in this Announcement and should also be considered
by the reader.
All forward-looking statements attributable to Takeda or Shire or any
person acting on either company's behalf are expressly qualified in
their entirety by this cautionary statement. Readers are cautioned not
to place undue reliance on these forward-looking statements that speak
only as of the date hereof. Except to the extent otherwise required by
applicable law, neither Takeda nor Shire undertake any obligation to
update or revise forward-looking statements, whether as a result of new
information, future events or otherwise.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in
1 per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror other
than an offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening Position
Disclosure following the commencement of the Offer Period and, if later,
following the announcement in which any securities exchange offeror is
first identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and (ii)
any securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10(th) business day following the commencement of
the Offer Period and, if appropriate, by no later than 3.30 pm (London
time) on the 10(th) business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who
deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of
the offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities of the
offeree company or of any securities exchange offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company
and by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in concert
with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing Disclosures
must be made can be found in the Disclosure Table on the Panel's website
at http://www.thetakeoverpanel.org.uk, including details of the number
of relevant securities in issue, when the Offer Period commenced and
when any offeror was first identified. If you are in any doubt as to
whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure, you should contact the Panel's Market Surveillance
Unit on +44 (0)20 7638 0129.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by Shire Shareholders, persons with information
rights and other relevant persons in connection with the receipt of
communications from Shire may be provided to Takeda during the Offer
Period as required under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11 of the Takeover Code.
Publication on Website and availability of hard copies
A copy of this Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted Jurisdictions)
on Takeda's and Shire's websites at
www.takeda.com/investors/offer-for-shire and www.shire.com respectively
by no later than 12 noon (London time) on December 6, 2018, the Business
Day following this Announcement. For the avoidance of doubt, the
contents of these websites are not incorporated into and do not form
part of this Announcement.
Shire Shareholders may request a hard copy of this Announcement by: (i)
contacting Souheil Salah during business hours on +44 (0) 203 5490660
(lines are open from 9am to 5pm (London time), Monday to Friday
(excluding public holidays in England and Wales), or (ii) by submitting
a request by post to Souheil Salah, One Kingdom Street, 9th Floor,
Paddington, London W2 6BD, UK. If you have received this Announcement in
electronic form, copies of this Announcement and any document or
information incorporated by reference into this document will not be
provided unless such a request is made. Shire Shareholders may also
request that all future documents, announcements and information to be
sent to them in relation to the Acquisition should be in hard copy form.
If you are in any doubt about the contents of this Announcement or the
action you should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or independent financial adviser duly authorised
under Financial Services (Jersey) Law 1998 (as amended) if you are
resident in Jersey, the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom, or, if not, from
another appropriately authorised independent financial adviser.
SHIRE LEI: 54930005LQRLI2UXRQ59
(END) Dow Jones Newswires
December 05, 2018 08:50 ET (13:50 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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