NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE"). THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE, NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE
MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
Shire plc ("Shire"
or the "Company")
20 April
2018
Statement re
Proposal from Takeda Pharmaceutical Company Limited
("Takeda")
Shire notes the announcement made
by Takeda and confirms it has received a fourth proposal on 20
April 2018 regarding a possible offer for the Company (the "Fourth
Proposal").
The Fourth Proposal comprises £26
per share in new Takeda shares, to be listed in Japan and in the US
through an ADR listing, and £21 per share in cash, representing a
potential value of £47 per share and approximately £44 billion for
the total issued and to be issued share capital of the Company.
Based on Takeda's current market capitalisation, Shire shareholders
would own approximately 49 per cent. of the enlarged Takeda.
The Board of Shire is considering
its position with respect to the Fourth Proposal and will issue a
further announcement in due course.
This announcement is made without the consent of
Takeda.
Enquiries
Shire plc
Christoph Brackmann (Investor Relations)
+41 795 432
359
Sun Kim (Investor
Relations)
+1 617 588 8175
Katie Joyce (Media)
+1 781 482 2779
Citigroup Global Markets Limited
Chris
Hite
+1 212 816 6000
Cary
Kochman
Jan
Skarbek
+44 207 986 4000
Andrew Seaton (Corporate Broking)
Goldman Sachs
International
+44 20 7774 1000
Anthony
Gutman
Robert King
Nick Harper
Morgan Stanley & Co. International
plc
+44 20 7425 8000
Clint
Gartin
Philippe Gallone
David Kitterick
Peter Moorhouse (Corporate Broking)
Person
responsible
Stephen Williams, Deputy Company
Secretary, is responsible for arranging the release of this
announcement on behalf of the Company.
Publication on a
website
In accordance with Rule 26.1 of
the Code, a copy of this announcement will be made available,
subject to certain restrictions relating to persons resident in
restricted jurisdictions, on Shire's website at www.shire.com
by no later than noon (London time) on the business day following
this announcement. The content of this website is not incorporated
into and does not form part of this announcement.
Further
information
This announcement
is not intended to, and does not, constitute or form part of any
offer, invitation or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities whether pursuant to this announcement or
otherwise.
The distribution
of this announcement in jurisdictions outside the United Kingdom
may be restricted by law and therefore persons into whose
possession this announcement comes should inform themselves about,
and observe, such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities law of
any such jurisdiction.
Citigroup Global
Markets Limited, which is authorised by the Prudential Regulation
Authority and regulated in the UK by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting for Shire and no one else in connection with the
matters described in this announcement and shall not be responsible
to anyone other than Shire for providing the protections afforded
to clients of Citigroup Global Markets Limited, or for giving
advice in connection with the matters described in this
announcement or any matter referred to therein.
Goldman Sachs
International, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting
for Shire and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other
than Shire for providing the protections afforded to clients of
Goldman Sachs International, or for giving advice in connection
with the matters described in this announcement or any matter
referred to herein.
Morgan Stanley
& Co. International plc, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting for Shire and no one else in connection with the
matters described in this announcement and will not be responsible
to anyone other than Shire for providing the protections afforded
to clients of Morgan Stanley & Co. International plc, or for
giving advice in connection with the matters described in this
announcement or any matter referred to herein.
Disclosure requirements of the Code
Under Rule 8.3(a)
of the Code, any person who is interested in 1% 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 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th 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 Code, any person who is, or becomes, interested in 1% 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(s), 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 Takeover
Panel's website at 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. You
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing
Disclosure.
About Shire
Shire is the
global leader in serving patients with rare diseases. We strive to
develop best-in-class therapies across a core of rare disease areas
including hematology, immunology, genetic diseases, neuroscience,
and internal medicine with growing therapeutic areas in ophthalmics
and oncology. Our diversified capabilities enable us to reach
patients in more than 100 countries who are struggling to live
their lives to the fullest.
We feel a strong
sense of urgency to address unmet medical needs and work tirelessly
to improve people's lives with medicines that have a meaningful
impact on patients and all who support them on their
journey.
www.shire.com
Forward-Looking Statements
Statements
included herein that are not historical facts, including without
limitation statements concerning future strategy, plans,
objectives, expectations and intentions, projected revenues, the
anticipated timing of clinical trials and approvals for, and the
commercial potential of, inline or pipeline products, are
forward-looking statements. Such forward-looking statements involve
a number of risks and uncertainties and are subject to change at
any time. In the event such risks or uncertainties materialize,
Shire's results could be materially adversely affected. The risks
and uncertainties include, but are not limited to, the
following:
-
Shire's products may not be a
commercial success;
-
increased pricing pressures and
limits on patient access as a result of governmental regulations
and market developments may affect Shire's future revenues,
financial condition and results of operations;
-
Shire depends on third parties
to supply certain inputs and services critical to its operations
including certain inputs, services and ingredients critical to its
manufacturing processes. Any disruption to the supply chain for any
of Shire's products may result in Shire being unable to continue
marketing or developing a product or may result in Shire being
unable to do so on a commercially viable basis for some period of
time;
-
the manufacture of Shire's
products is subject to extensive oversight by various regulatory
agencies. Regulatory approvals or interventions associated with
changes to manufacturing sites, ingredients or manufacturing
processes could lead to, among other things, significant delays, an
increase in operating costs, lost product sales, an interruption of
research activities or the delay of new product launches;
-
the nature of producing
plasma-based therapies may prevent Shire from timely responding to
market forces and effectively managing its production
capacity;
-
Shire has a portfolio of
products in various stages of research and development. The
successful development of these products is highly uncertain and
requires significant expenditures and time, and there is no
guarantee that these products will receive regulatory
approval;
-
the actions of certain
customers could affect Shire's ability to sell or market products
profitably. Fluctuations in buying or distribution patterns by such
customers can adversely affect Shire's revenues, financial
conditions or results of operations;
-
failure to comply with laws and
regulations governing the sales and marketing of its products could
materially impact Shire's revenues and profitability;
-
Shire's products and product
candidates face substantial competition in the product markets in
which it operates, including competition from generics;
-
Shire's patented products are
subject to significant competition from generics;
-
adverse outcomes in legal
matters, tax audits and other disputes, including Shire's ability
to enforce and defend patents and other intellectual property
rights required for its business, could have a material adverse
effect on the Shire's revenues, financial condition or results of
operations;
-
Shire may fail to obtain,
maintain, enforce or defend the intellectual property rights
required to conduct its business;
-
Shire faces intense competition
for highly qualified personnel from other companies and
organizations;
-
failure to successfully execute
or attain strategic objectives from Shire's acquisitions and growth
strategy may adversely affect the Shire's financial condition and
results of operations;
-
Shire's growth strategy depends
in part upon its ability to expand its product portfolio through
external collaborations, which, if unsuccessful, may adversely
affect the development and sale of its products;
-
a slowdown of global economic
growth, or economic instability of countries in which Shire does
business, could have negative consequences for Shire's business and
increase the risk of non-payment by Shire's customers;
-
changes in foreign currency
exchange rates and interest rates could have a material adverse
effect on Shire's operating results and liquidity;
-
Shire is subject to evolving
and complex tax laws, which may result in additional liabilities
that may adversely affect the Shire's financial condition or
results of operations;
-
if a marketed product fails to
work effectively or causes adverse side effects, this could result
in damage to Shire's reputation, the withdrawal of the product and
legal action against Shire;
-
Shire is dependent on
information technology and its systems and infrastructure face
certain risks, including from service disruptions, the loss of
sensitive or confidential information, cyber-attacks and other
security breaches or data leakages that could have a material
adverse effect on Shire's revenues, financial condition or results
of operations;
-
Shire faces risks relating to
the expected exit of the United Kingdom from the European
Union;
-
Shire incurred substantial
additional indebtedness to finance the Baxalta acquisition, which
has increased its borrowing costs and may decrease its business
flexibility;
-
Shire's ongoing strategic
review of its Neuroscience franchise may distract management and
employees and may not lead to improved operating performance or
financial results; there can be no guarantee that, once completed,
Shire's strategic review will result in any additional strategic
changes beyond those that have already been announced;
-
the potential uncertainty
resulting from the announcement by Takeda Pharmaceutical Company
Limited that it is considering making an approach to Shire
regarding a possible offer for Shire; and
a further list
and description of risks, uncertainties and other matters can be
found 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, all of which are available on Shire's
website.
All
forward-looking statements attributable to us or any person acting
on our 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, we do not undertake any obligation to update or
revise forward-looking statements, whether as a result of new
information, future events or otherwise.
Appendix I
SOURCES AND
BASES
The relevant sources of information and bases of
calculation are provided below in the order in which such
information appears in this document. Where such information is
repeated in this document, the underlying sources and bases are not
repeated.
-
The Shire total consideration of approximately
£44 billion is calculated based on:
-
Offer price of £47 per share
-
Shire's total issued and to be issued share
capital of 941,870,525, consisting of 912,291,984 ordinary shares
in issue (as disclosed pursuant to Rule 2.9 in Shire's announcement
dated 20 April 2018) plus the total impact of all options and
dilutive securities amounting to 29,578,541 Shire shares per the
2017 annual report, constituting: (1) 15,693,527 stock-settled
SARs, (2) 184,647 UK / Irish Sharesave Plans, (3) 315,646 Global
Employee Stock Purchase Plan, (4) 9,425,001 Baxalta Replacement
Options and (5) 3,959,720 Restricted Stock Options
-
Shire shareholders' ownership of 49 per cent. in
the enlarged Takeda is based on:
-
Takeda market capitalisation is calculated based
on Takeda share price of ¥4,857 as at 20 April 2018 and 781,110,388
ordinary shares in issue (as disclosed pursuant to Rule 2.9 in
Takeda's announcement dated 18 April 2018) and £:¥ exchange rate of
£1 = ¥151.427 as at 20 April 2018
-
Shire equity value in the enlarged Takeda of
£24,489 million, calculated by multiplying the £26 per share
received by Shire shareholders and Shire's total issued and to be
issued share capital of 941,870,525 as outlined above
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Shire plc via Globenewswire
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