DUBLIN and BEDMINSTER, New Jersey, January 11, 2015 /PRNewswire/ --
Transaction valued at
$5.2 billion
Enhances growth
profile
Shire plc (LSE: SHP, NASDAQ: SHPG) and NPS Pharmaceuticals, Inc.
(NASDAQ: NPSP) today announced that the companies have entered into
a merger agreement pursuant to which Shire will acquire all the
outstanding shares of NPS Pharma for $46.00 per share in cash, for a total
consideration of approximately $5.2
billion. Shire will accelerate the growth of NPS Pharma's
innovative portfolio through its market expertise in
gastrointestinal (GI) disorders, core capabilities in rare disease
patient management, and global footprint. The transaction has been
approved unanimously by the Boards of Directors of both Shire and
NPS Pharma.
NPS Pharma is a rare disease-focused biopharmaceutical company
and its first product, GATTEX®/REVESTIVE®
(teduglutide [rDNA origin]) for injection, is approved in
the United States and Europe[1] to treat adults with
short bowel syndrome (SBS) who are dependent on parenteral support.
NPS Pharma also has a registration phase product,
NATPARA®/NATPAR® (rhPTH [1-84]) for the
treatment of hypoparathyroidism (HPT).
The $46.00 per share price in the
transaction represents a 51% premium to NPS Pharma's unaffected
share price of $30.47 on December 16, 2014.
Transaction highlights
- Excellent strategic fit; strengthens Shire's focus on rare
diseases while leveraging industry-leading GI commercial
capabilities and global footprint
- Shire anticipates enhanced revenue and earnings growth
profile
- Adds innovative product portfolio with multiple growth
catalysts:
- GATTEX/REVESTIVE (teduglutide [rDNA origin]) with growing
sales for the treatment of adults with SBS, a rare GI
condition
- NATPARA/NATPAR (rhPTH [1-84]), if approved, would be the
only bioengineered hormone replacement therapy for use in the
treatment of HPT, a rare endocrine disease
- Shire expects transaction to be accretive to Non GAAP EPS
from 2016 onward
- Acquisition to be effected by a tender offer and funded from
Shire's cash resources, as well as existing and new bank
facilities
- Conference call for investors today (full details
below)
--------------------------------------------------
1. In Europe, Revestive is
indicated for the treatment of adult patients with short bowel
syndrome who should be stable following a period of intestinal
adaptation after surgery.
Shire's Chief Executive Officer, Flemming Ornskov, MD, MPH, commented:
"The acquisition of NPS Pharma is a significant step in
advancing Shire's strategy to become a leading biotechnology
company. With our global strength and expertise in both rare
diseases and GI, Shire is uniquely positioned to drive the
continued success of GATTEX/REVESTIVE, and, if approved,
commercialize NPS Pharma's pipeline compound NATPARA/NATPAR.
"We look forward to accelerating the growth of the NPS Pharma
portfolio based on our proven track record of maximizing value from
acquired assets and commercial execution. The NPS Pharma
organization will be a welcome addition to Shire as we continue to
help transform the lives of patients with rare diseases."
Francois Nader, MD, President,
Chief Executive Officer and Director of NPS Pharma, stated:
"Shire shares NPS Pharma's commitment to patients with rare
diseases. We believe that joining our two companies will drive
value for shareholders and ensure we continue to transform the
lives of patients with short bowel syndrome, hypoparathyroidism,
and autosomal dominant hypocalcemia worldwide. I am confident that
this transaction will accelerate our ambition of creating a world
where every person living with a rare disease has a therapy. I
would like to thank all of our employees for their continued
outstanding contributions and steadfast commitment to the patients
we serve."
Information on NPS Pharma
NPS Pharma is a commercial-stage rare disease-focused
biopharmaceutical company, whose first product, GATTEX (teduglutide
[rDNA origin]) for injection, has been launched in the U.S. to
treat adults with short bowel syndrome (SBS). NPS Pharma is in the
process of launching the product in Europe under the trade name REVESTIVE. NPS
Pharma's second product rhPTH [1-84] (NATPARA in the U.S. / NATPAR
in Europe) is currently under
review in the U.S. and Europe for
the treatment for hypoparathyroidism (HPT). NPS Pharma has an
ongoing Phase 2a study evaluating its lead pipeline candidate
NPSP795 for the treatment of adults with autosomal dominant
hypocalcemia. NPS Pharma has an operational presence in the U.S.,
Canada, Europe, Latin
America and Japan. The
value of NPS Pharma's gross assets were $282.2 million with net assets totaling
$130.9 million as of September 30, 2014. NPS Pharma's losses before
tax for the three and nine month periods ending September 30, 2014 were $1.9 million and $6.2
million, respectively.
Information on GATTEX/REVESTIVE
In the United States, GATTEX
(teduglutide [rDNA origin]) for injection is approved for the
long-term treatment of adults with short bowel syndrome (SBS) who
need parenteral support. GATTEX is the first analog of GLP-2
approved to treat SBS, a disease which may require patients to get
their nutrition intravenously through a central line.
SBS is a condition in which a large portion of the intestine has
been removed by surgery. As a result, people can't absorb enough
nutrients or fluids from food and liquids to maintain good health.
It can also be caused by disease or injury that prevents the small
intestine from functioning properly despite normal length. To make
up for the inadequate absorption, intravenous (IV) feeding
(parenteral support) may be prescribed to help the patient stay
healthy.
In the U.S., approximately 6,000-7,000 SBS patients are
dependent on parenteral support with a similar prevalence in
Europe.[2]
GATTEX has received orphan drug designation from the U.S. Food
and Drug Administration (FDA) and was approved in December 2012. GATTEX generated sales of
$67.9 million in the nine months
ending September 30, 2014.
In Europe, REVESTIVE has been
launched in Germany and
Sweden.
Information on NATPARA/NATPAR
NATPARA/NATPAR, NPS Pharma's parathyroid hormone (rhPTH [1-84])
for the treatment of hypoparathyroidism (HPT), a rare endocrine
disorder characterized by insufficient levels of parathyroid
hormone (PTH), is currently under review in the U.S. with an FDA
Prescription Drug User Fee Act (PDUFA) action date for the
Biologics License Application (BLA) on January 24, 2015. In Europe, the European Medicines Agency (EMA)
has validated and initiated its review of NPS Pharma's marketing
authorization application (MAA) for NATPAR.
HPT is a rare condition in which the parathyroid glands fail to
produce sufficient amounts of PTH or where PTH lacks biologic
activity. PTH plays a central role in a variety of critical
physiological functions in the body. In patients with HPT,
insufficient levels of PTH lead to many physiological
abnormalities, including low serum calcium and an inability to
convert native vitamin D into its active state to properly absorb
dietary calcium.
In the U.S., approximately 75,000 patients are diagnosed with
HPT with 41,000 having moderate to severe disease with a similar
prevalence in EU5 (France,
Germany, United Kingdom, Italy and Spain).[3]
Acute symptoms of HPT are largely due to low serum calcium and
range from muscle pain and tingling, to lack of focus or ability to
concentrate, and anxiety and depression. In extreme cases,
life-threatening events, such as arrhythmias and seizures, may
occur. In the absence of an approved parathyroid replacement
therapy, the standard approach focuses on using large doses of
calcium and active vitamin D to increase calcium levels in the
blood and reduce the severity of symptoms. However, balancing the
administration of large doses of calcium and vitamin D is
challenging due to calcium fluctuations and the long-term use of
this regimen may lead to serious complications. In addition,
calcium and vitamin D do not correct the abnormal bone metabolism
due to PTH deficiency or enable the activation of vitamin D.
--------------------------------------------------
2. NA HPEN Patient Registry. Oley Foundation. 1994
3. Powers et al., Prev. and Incid. of HPT in the USA, large cohort study, DOI
10.1002/jbmr.2004, (2013)
Additional value from NPS Pharma's licenced products and
pipeline
NPS Pharma currently has several successful partnerships in
place. Amgen markets cinacalcet HCl as Sensipar® in the
U.S. and as Mimpara® in the EU; Janssen Pharmaceuticals
markets tapentadol as Nucynta® in the U.S.; and Kyowa
Hakko Kirin markets cinacalcet HCI as Regpara® in
Japan, Hong Kong, Malaysia, Macau, Singapore, and Taiwan.
NPS Pharma earned royalty revenues of $123.8 million for 2013 and $89.5 million for the first nine months ending
September 30, 2014.
NPS Pharma is developing teduglutide as a treatment for
pediatric SBS. NPS Pharma is currently conducting a global study
for teduglutide in pediatric patients with SBS who are dependent on
parenteral support.
NPS Pharma is also investigating NPSP795, a small molecule
antagonist of the calcium-sensing receptor, which is believed to
play a role in the distribution of PTH [1-84] throughout the body
by antagonizing calcium-sensing receptors on the parathyroid gland
to trigger a release of the body's stores of PTH [1-84]. NPSP795 is
in development as a treatment for autosomal dominant hypocalcemia
(ADH). There is no approved therapy for this ultra-rare, life-long
genetic disorder that affects both adults and children.
Financial benefit to Shire
The acquisition of NPS Pharma is expected to enhance Shire's
revenue and earnings growth profile. Shire expects the transaction
to be accretive to Non GAAP EPS from 2016 onward.
Related to the acquisition, Shire anticipates that it will
realize operating synergies beginning in 2016 and growing
substantially thereafter. Shire anticipates synergies approximating
25-35% of the Street's consensus forecast of NPS Pharma's
standalone future operating cost base from 2017 onward.
Shire also expects that the transaction will deliver ROIC in
excess of its weighted average cost of capital.
Financing
Shire has secured an $850 million
fully underwritten short-term bank facility, which, in addition to
Shire's cash and cash equivalents and its existing $2.1 billion five-year revolving credit facility,
is available to finance the transaction and pay related fees and
expenses. Shire plans to refinance the short-term bank facility
through new debt issuances in due course.
Closing
The acquisition is structured as an all-cash tender offer for
all of the outstanding shares of NPS Pharma at a price of
$46.00 per share followed by a merger
in which each remaining untendered share of NPS Pharma common stock
would be converted into the same $46.00 cash per share consideration as in the
tender offer.
The closing of the transaction is subject to customary
conditions, including the tender of a majority of the outstanding
NPS Pharma shares and the receipt of Hart-Scott-Rodino clearance.
Pending such closing conditions, it is anticipated that the
transaction will close in the first quarter of
2015.
Citigroup Global Markets Limited and Lazard are acting as joint
financial advisors to Shire. Goldman, Sachs & Co. and Leerink
Partners LLC are acting as financial advisors to NPS Pharma.
Davis Polk & Wardwell LLP and
Slaughter & May are acting as legal advisors to Shire and
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal
advisor to NPS Pharma.
Conference Call with CEOs from Shire and NPS Pharma
Live conference call for investors:
Flemming Ornskov, MD, MPH, Chief Executive Officer; Jeff Poulton, Interim Chief Financial Officer;
Mark Enyedy, Head of Corporate
Development and Interim General Counsel; Roger Adsett, Senior Vice President, GI
Business Unit Leader, all of Shire Pharmaceuticals; and
Francois Nader, MD, MBA, President,
Chief Executive Officer and Director, NPS Pharmaceuticals, Inc.
will host a conference call for investors and analysts today
(Sunday, January 11, 2015) at
6:00 p.m. GMT/1:00 .pm.
EST/10:00 a.m. PST.
The details of the conference call are as follows:
UK dial in: 0808 237 0030 or 020 3139 4830
U.S. dial in: 1 866 928 7517 or 1 718 873 9077
International
Access Numbers: Click here
Password/Conf
ID: 24757209#
Live Webcast: Click here
Replay:
A replay of the presentation will be available for two weeks by
phone and by webcast for three months.
UK dial in: 0808 237 0026 or 020 3426 2807
U.S. dial in: 1 866 535 8030
Password/Conf
ID: 653478#
Webcast
replay: Click here
NOTES TO EDITORS
Shire enables people with life-altering conditions to lead
better lives.
Our strategy is to focus on developing and marketing innovative
specialty medicines to meet significant unmet patient needs.
We focus on providing treatments in Rare Diseases, Neuroscience,
Gastrointestinal, and Internal Medicine and we are developing
treatments for symptomatic conditions treated by specialist
physicians in other targeted therapeutic areas, such as
Ophthalmics.
http://www.shire.com
About NPS Pharma
NPS Pharma is a global biopharmaceutical company pioneering and
delivering therapies that transform the lives of patients with rare
diseases. The company's current therapeutic areas of focus are
gastrointestinal disease and endocrine disorders. These include
Short Bowel Syndrome, a potentially fatal gastrointestinal disorder
in which patients may have to rely on parenteral nutrition for
their survival; Hypoparathyroidism, a complex endocrine disorder in
which the parathyroid glands are either absent or damaged, and the
body produces insufficient or no parathyroid hormone; and Autosomal
Dominant Hypocalcemia, an ultra-rare, genetic disorder of calcium
homeostasis caused by mutations of the calcium-sensing receptor
gene. NPS Pharma continues to seek in-licensing opportunities to
develop new therapies for a broad range of rare diseases, and
complements its proprietary programs with a royalty-based portfolio
of products and product candidates that includes agreements with
Amgen, GlaxoSmithKline, Janssen Pharmaceuticals, and Kyowa Hakko
Kirin. NPS Pharma has operations in the U.S., Canada, Europe, Latin
America and Japan. Learn
more at: http://www.npsp.com.
"NPS Pharma" and "NPS Pharmaceuticals" are the company's
trademarks.
About Gattex® (Teduglutide
[rDNA origin]) for Injection
Gattex® (teduglutide [rDNA origin]) for injection for
subcutaneous use is a novel, recombinant analog of human
glucagon-like peptide 2, a protein involved in the rehabilitation
of the intestinal lining. Gattex is indicated for the treatment of
adult patients with Short Bowel Syndrome (SBS) who are dependent on
parenteral support. Significant reductions in mean PN/IV infusion
volume from baseline to end of treatment were seen in the Phase 3
studies of Gattex. In addition, some patients were able to achieve
independence from PN/IV support during these trials. The most
common side effects of Gattex include stomach area (abdomen) pain
or swelling, skin reaction where the injection was given, nausea,
headache, cold or flu like symptoms, vomiting, and holding too much
fluid in the body (swelling of face, ankles, hands or feet).
The European Commission granted European market authorization on
August 30, 2012 for the medicinal
product teduglutide (trade name in Europe: Revestive®) as a once-daily
treatment for adult patients with SBS.
Teduglutide has orphan drug designation for the treatment of SBS
from the European Medicines Agency (EMA) and the FDA.
Important Safety Information
What is the most important information I should know about
GATTEX?
GATTEX may cause serious side effects, including:
Making abnormal cells grow faster
GATTEX can make abnormal cells that are already in your body
grow faster. There is an increased risk that abnormal cells could
become cancer. If you get cancer of the bowel (intestines), liver,
gallbladder or pancreas while using GATTEX, your healthcare
provider should stop GATTEX. If you get other types of cancers, you
and your healthcare provider should discuss the risks and benefits
of using GATTEX.
Polyps in the colon (large intestine)
Polyps are growths on the inside of the colon. Your healthcare
provider will have your colon checked for polyps within 6 months
before starting GATTEX and have any polyps removed.
To keep using GATTEX, your healthcare provider should have your
colon checked for new polyps at the end of 1 year of using GATTEX.
If no polyp is found, your healthcare provider should check you for
polyps as needed and at least every 5 years and have any new polyps
removed. If cancer is found in a polyp, your healthcare provider
should stop GATTEX.
Blockage of the bowel (intestines)
A bowel blockage keeps food, fluids, and gas from moving through
the bowels in the normal way. Tell your healthcare provider if you
have any of these symptoms of a bowel blockage:
• trouble having a bowel movement or passing
gas
• stomach area (abdomen) pain or swelling
• nausea
• vomiting
• swelling and blockage of your stoma opening, if
you have a stoma
If blockage is found, your healthcare provider may temporarily
stop GATTEX.
Swelling (inflammation) or blockage of your gallbladder or
pancreas
Your healthcare provider will do tests to check your gallbladder
and pancreas within 6 months before starting GATTEX and at least
every 6 months while you are using GATTEX. Tell your healthcare
provider right away if you get stomach area (abdomen) pain and
tenderness, chills, fever, change in your stools, nausea, vomiting,
dark urine, or yellowing of your skin or the whites of eyes.
Fluid overload
Your healthcare provider will check you for too much fluid in
your body. Too much fluid in your body may lead to heart failure,
especially if you have heart problems. Tell your healthcare
provider if you get swelling in your feet and ankles, you gain
weight very quickly (water weight), or you have trouble
breathing.
The most common side effects of GATTEX include:
• stomach area (abdomen) pain or swelling
• skin reaction where the injection was given
• nausea
• headache
• cold or flulike symptoms
• vomiting
Tell your healthcare provider if you have any side effect that
bothers you or that does not go away.
What should I tell my healthcare provider before using
GATTEX?
Tell your healthcare provider if you:
• Have cancer or a history of cancer
• Have or had polyps anywhere in your bowel
(intestines) or rectum
• Have heart problems
• Have high blood pressure
• Have problems with your gallbladder, pancreas,
kidneys
• Have any other medical condition
• Are pregnant or planning to become pregnant. It
is not known if GATTEX will harm your unborn baby. Tell your
healthcare provider right away if you become pregnant while using
GATTEX.
• Are breastfeeding or plan to breastfeed. It is
not known if GATTEX passes into your breast milk. You and your
healthcare provider should decide if you will use GATTEX or
breastfeed. You should not do both.
Tell your healthcare providers about all the medicines you take,
including prescription or over-the-counter medicines, vitamins, and
herbal supplements. Using GATTEX with certain other medicines may
affect each other causing side effects. Your other healthcare
providers may need to change the dose of any oral medicines you
take while using GATTEX. Tell the healthcare provider who gives you
GATTEX if you will be taking a new oral medicine.
Call your doctor for medical advice about side effects. To
report suspected side effects, contact NPS Pharma at 1-855-5GATTEX
(1-855-542-8839) or the FDA at 1-800-FDA-1088 or
http://www.fda.gov/medwatch.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER
TO SELL NPS PHARMA COMMON STOCK. THE OFFER TO BUY NPS PHARMA COMMON
STOCK WILL ONLY BE MADE PURSUANT TO A TENDER OFFER STATEMENT
(INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER
RELATED TENDER OFFER MATERIALS). INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ BOTH THE TENDER OFFER STATEMENT (WHICH WILL BE FILED
BY A SUBSIDIARY OF SHIRE WITH THE SECURITIES AND EXCHANGE
COMMISSION (SEC)) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 WITH RESPECT TO THE TENDER OFFER (WHICH WILL BE
FILED BY NPS PHARMA WITH THE SEC) WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE
TERMS AND CONDITIONS OF THE OFFER. INVESTORS AND SECURITY HOLDERS
MAY OBTAIN A FREE COPY OF THESE MATERIALS (WHEN AVAILABLE) AND
OTHER DOCUMENTS FILED BY SHIRE AND NPS PHARMA WITH THE SEC AT THE
WEBSITE MAINTAINED BY THE SEC AT www.sec.gov. THE TENDER OFFER
STATEMENT AND RELATED MATERIALS, AND THE
SOLICITATION/RECOMMENDATION STATEMENT, MAY ALSO BE OBTAINED (WHEN
AVAILABLE) FOR FREE BY CONTACTING SHIRE INVESTOR RELATIONS, AT THE
CONTACT INFORMATION LISTED ABOVE. NPS PHARMA WILL ALSO PROVIDE A
COPY OF THESE MATERIALS WITHOUT CHARGE ON ITS WEBSITE
AT www.npsp.com UNDER THE "INVESTORS" SECTION.
COPIES OF THESE MATERIALS AND ANY DOCUMENTATION RELATING TO THE
TENDER OFFER ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR
INDIRECTLY, MAILED OR OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
SHIRE FORWARD-LOOKING STATEMENTS
Statements included herein that are not historical facts 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, that:
- Shire's products may not be a commercial success;
- revenues from ADDERALL XR and INTUNIV are subject to generic
erosion;
- the failure to obtain and maintain reimbursement, or an
adequate level of reimbursement, by third-party payors in a timely
manner for Shire's products may impact future revenues, financial
condition and results of operations;
- Shire conducts its own manufacturing operations for certain of
its products and is reliant on third party contract manufacturers
to manufacture other products and to provide goods and services.
Some of Shire's products or ingredients are only available from a
single approved source for manufacture. 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 development, approval and manufacturing of Shire's products
is subject to extensive oversight by various regulatory agencies.
Submission of an application for regulatory approval of any of our
product candidates, such as our planned submission of a New Drug
Application to the FDA for Lifitegrast, may be delayed for any
number of reasons and, once submitted, may be subjected to lengthy
review and ultimately rejected. Moreover, regulatory approvals or
interventions associated with changes to manufacturing sites,
ingredients or manufacturing processes could lead to significant
delays, increase in operating costs, lost product sales, an
interruption of research activities or the delay of new product
launches;
- 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 impact
Shire's revenues, financial condition or results of
operations;
- investigations or enforcement action by regulatory authorities
or law enforcement agencies relating to Shire's activities in the
highly regulated markets in which it operates may result in
significant legal costs and the payment of substantial compensation
or fines;
- adverse outcomes in legal matters 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 Shire's revenues, financial condition
or results of operations;
- Shire faces intense competition for highly qualified personnel
from other companies, academic institutions, government entities
and other organizations. Shire is undergoing a corporate
reorganization and the consequent uncertainty could adversely
impact Shire's ability to attract and/or retain the highly skilled
personnel needed for Shire to meet its strategic objectives;
- failure to achieve Shire's strategic objectives with respect to
the acquisition of ViroPharma Incorporated may adversely affect
Shire's financial condition and results of operations;
- Shire's proposed acquisition of NPS Pharma may not be
consummated due to the occurrence of an event, change or other
circumstances that gives rise to the termination of the merger
agreement;
- a governmental or regulatory approval required for the proposed
acquisition of NPS Pharma may not obtained, or may be obtained
subject to conditions that are not anticipated, or another
condition to the closing of the proposed acquisition may not be
satisfied;
- NPS Pharma may be unable to retain and hire key personnel
and/or maintain its relationships with customers, suppliers and
other business partners pending the consummation of the proposed
acquisition by Shire, or NPS Pharma's business may be disrupted by
the proposed acquisition, including increased costs and diversion
of management time and resources;
- difficulties in integrating NPS Pharma into Shire may lead to
the combined company not being able to realize the expected
operating efficiencies, cost savings, revenue enhancements,
synergies or other benefits at the time anticipated or at all;
and other risks and uncertainties detailed from time to time in
Shire's or NPS Pharma's filings with the Securities and Exchange
Commission, including their respective most recent Annual Reports
on Form 10-K.
NPS PHARMA Cautionary Note
Regarding Forward-Looking Statements
This communication contains forward-looking statements. These
forward-looking statements include, without limitation, statements
with respect to the tender offer and related transactions,
including the benefits expected from the acquisition and the
expected timing of the completion of the transaction. In many
cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "plan," "expect," "anticipate,"
"estimate," "predict," "intend," "potential" or "continue" or the
negative of these terms or other words of similar import, although
some forward-looking statements are expressed differently. These
statements reflect our current views concerning future events and
are based on a number of assumptions that could ultimately prove
inaccurate. Important factors that could cause actual results to
differ materially from those in the forward-looking statements
include: the timing of the filings and approvals relating to the
transaction and the expected timing of the completion of the
transaction; uncertainties as to the percentage of NPS Pharma's
stockholders tendering their shares of NPS Pharma common stock in
the tender offer; the possibility that competing offers will be
made; the possibility that various closing conditions for the
transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the transaction that may result in a
termination of the merger agreement; the effects of disruption
caused by the transaction making it more difficult to maintain
relationships with employees, collaborators, vendors and other
business partners; the risk that stockholder litigation in
connection with the transaction may result in significant costs of
defense, indemnification and liability; and other risks and
uncertainties discussed in NPS Pharma's filings with the SEC,
including the "Risk Factors" sections of NPS Pharma's most recent
annual report on Form 10-K and subsequent quarterly reports on Form
10-Q, as well as the tender offer documents to be filed by a
subsidiary of Shire, and the Solicitation/Recommendation Statement
to be filed by NPS Pharma. These risks and uncertainties and other
factors, individually or in the aggregate, could cause actual
results and events to differ materially from those referred to in
the forward-looking statements. NPS Pharma undertakes no obligation
to update or revise any such forward-looking statements.
For further information please contact:
Investor Relations
For Shire:
Sarah Elton-Farr
seltonfarr@shire.com
+44(0)1256-894157
+1-484-595-2220
For NPS Pharma:
Susan Mesco
SMesco@npsp.com
+1-908-391-8283
Media
For Shire:
Stephanie Fagan
sfagan@shire.com
+1-201-572-9581
Jessica Cotrone
jcotrone@shire.com
+1-781-482-9538
For NPS Pharma:
Justine O'Malley
JOMalley@npsp.com
+1-908-432-6051