TIDMSHP
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 GBP26 per share in new Takeda shares, to
be listed in Japan and in the US through an ADR listing, and GBP21 per
share in cash, representing a potential value of GBP47 per share and
approximately GBP44 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.
1. The Shire total consideration of approximately GBP44 billion is
calculated based on:
1. Offer price of GBP47 per share
2. 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
2. Shire shareholders' ownership of 49 per cent. in the enlarged Takeda is
based on:
1. Takeda market capitalisation is calculated based on Takeda share
price of Yen4,857 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 GBP:Yen exchange rate of
GBP1 = Yen151.427 as at 20 April 2018
2. Shire equity value in the enlarged Takeda of GBP24,489 million,
calculated by multiplying the GBP26 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
(END) Dow Jones Newswires
April 20, 2018 12:15 ET (16:15 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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