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Share Name | Share Symbol | Market | Type |
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(MM) | NASDAQ:NPSP | NASDAQ | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 45.99 | 0.00 | 01:00:00 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE TO
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TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)
NPS PHARMACEUTICALS, INC.
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(Name of Subject Company (Issuer))
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KNIGHT NEWCO 2, INC.
SHIRE PHARMACEUTICAL HOLDINGS IRELAND LIMITED
SHIRE PLC
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(Names of Filing Persons (Offeror))
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Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
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62936P103
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(Cusip Number of Class of Securities)
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Mark Enyedy
Interim General Counsel
Shire plc
5 Riverwalk, Citywest Business Campus,
Dublin 24, Ireland
+353 1 429 7700
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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Copies to:
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George R. Bason, Jr.
William J. Chudd
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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(a)(5)(xvi)
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Press Release issued by Shire plc dated February 21, 2015 announcing the expiration and results of the tender offer and the completion of the merger.
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Knight Newco 2, Inc.
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By:
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/s/ Gary Sender
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Name:
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Gary Sender
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Title:
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President
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Shire Pharmaceutical Holdings Ireland Limited
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By:
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/s/ Michael Garry
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Name:
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Michael Garry
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Title:
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Director
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Shire plc
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By:
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/s/ Mark Enyedy
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Name:
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Mark Enyedy
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Title:
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Interim General Counsel
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Exhibit No.
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Description
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(a)(1)(i)
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Offer to Purchase dated January 23, 2015.
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(a)(1)(ii)
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Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
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(a)(1)(iii)
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Notice of Guaranteed Delivery.
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(a)(1)(iv)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(v)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(vi)
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Summary Advertisement dated January 23, 2015.
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(a)(5)(i)
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Joint Press Release issued by Shire plc and NPS Pharmaceuticals, Inc. dated January 11, 2015 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Shire plc on January 12, 2015).
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(a)(5)(ii)
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Slide Presentation for Investor Conference Call dated January 11, 2015 (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 12, 2015).
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(a)(5)(iii)
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Transcript of Investor Conference Call dated January 11, 2015 (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 12, 2015).
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(a)(5)(iv)
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Letter to NPS Employees dated January 12, 2015 (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 12, 2015).
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(a)(5)(v)
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Slide Presentation (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 14, 2015).
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(a)(5)(vi)
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Extracts from the transcript of a presentation given by Flemming Ornskov, MD, Chief Executive of Shire, on January 13, 2015 at the J.P. Morgan 33rd Annual Healthcare Conference (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 14, 2015).
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(a)(5)(vii)
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Selected slides from a presentation given by Flemming Ornskov, MD, Chief Executive of Shire, on January 16, 2015 to employees of NPS Pharmaceuticals, Inc. (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 16, 2015).
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(a)(5)(viii)
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Complaint filed in the Court of Chancery of the State of Delaware on January 16, 2015 (Bragger v. NPS Pharmaceuticals, Inc. et al.).
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(a)(5)(ix)
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Complaint filed in the Court of Chancery of the State of Delaware on January 20, 2015 (Grimaldi v. NPS Pharmaceuticals, Inc. et al.)
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(a)(5)(x)
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Press Release issued by Shire plc dated January 23, 2015 commenting on press release from NPS Pharmaceuticals, Inc. regarding FDA approval of NATPARA.
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(a)(5)(xi)
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Complaint filed in the Court of Chancery of the State of Delaware on January 23, 2015 (Goldstein v. NPS Pharmaceuticals, Inc. et al.).
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(a)(5)(xii)
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Complaint filed in the Court of Chancery of the State of Delaware on January 26, 2015 (Mantler v. NPS Pharmaceuticals, Inc. et al.).
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(a)(5)(xiii)
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Consolidated Amended Complaint filed in the Court of Chancery of the State of Delaware on February 2, 2015 (In Re NPS Pharmaceuticals Stockholders Litigation).
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(a)(5)(xiv)
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Letter to NPS Pharmaceuticals, Inc. Employees dated February 16, 2015.
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(a)(5)(xv)
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NPS Pharmaceuticals, Inc. Employee Q&A dated February 16, 2015.
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(a)(5)(xvi)
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Press Release issued by Shire plc dated February 21, 2015 announcing the expiration and results of the tender offer and the completion of the merger.
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(b)(1)
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US $2,100,000,000 Multicurrency Revolving and Swingline Facilities Agreement dated 12 December 2014 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Shire plc on December 12, 2014).
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(b)(2)
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Facilities Agreement dated January 11, 2015 among Shire plc, Citigroup Global Markets Limited, as mandated lead arranger and bookrunner, and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Shire plc on January 12, 2015).
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(c)
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Not applicable.
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(d)(1)
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Agreement and Plan of Merger dated as of January 11, 2015 among Shire Pharmaceutical Holdings Ireland Limited, Knight Newco 2, Inc., NPS Pharmaceuticals, Inc. and Shire plc (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Shire plc on January 12, 2015).
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(d)(2)
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Confidentiality Agreement dated as of December 16, 2014 between NPS Pharmaceuticals, Inc. and Shire Human Genetics Therapies, Inc.
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(e)
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Not applicable.
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(f)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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Press Release
www.shire.com
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![]() |
Investor Relations
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Sarah Elton-Farr
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seltonfarr@shire.com
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+44 1256 894157
+1 484 595 2220
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Media
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Stephanie Fagan
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sfagan@shire.com
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+1 201 572 9581
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Jessica Cotrone
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jcotrone@shire.com
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+1 781 482 9538
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·
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Shire’s products may not be a commercial success;
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·
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product sales from ADDERALL XR and INTUNIV are subject to generic competition;
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·
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the failure to obtain and maintain reimbursement, or an adequate level of reimbursement, by third-party payers in a timely manner for Shire's products may affect future revenues, financial condition and results of operations;
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·
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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 the Shire’s products or ingredients are only available from a single approved source for manufacture. Any disruption to the supply chain for any of the 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;
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·
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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 significant delays, an increase in operating costs, lost product sales, an interruption of research activities or the delay of new product launches;
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·
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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;
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·
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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;
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·
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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;
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·
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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;
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·
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Shire faces intense competition for highly qualified personnel from other companies and organizations. Shire is undergoing a corporate reorganization and was the subject of an unsuccessful acquisition proposal and the consequent uncertainty could adversely affect Shire’s ability to attract and/or retain the highly skilled personnel needed for Shire to meet its strategic objectives;
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·
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failure to achieve Shire’s strategic objectives with respect to the acquisition of NPS Pharmaceuticals, Inc. may adversely affect Shire’s financial condition and results of operations,
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