Shire Files 8K - Termination Of Definitive Agreement

Shire PLC (SHPG) filed a Form 8K - Termination of a Definitive Agreement - with the U.S Securities and Exchange Commission on October 20, 2014.

On October 20, 2014, Shire plc ("Shire") and AbbVie Inc., a Delaware corporation ("AbbVie") entered into a termination agreement (the "Termination Agreement") to terminate the Cooperation Agreement dated July 18, 2014 among Shire and AbbVie governing the terms of the proposed recommended offer by AbbVie for Shire (the "Offer").

On October 15, 2014, AbbVie withdrew its recommendation of the Offer solely as a result of the anticipated impact of the September 22, 2104 notice issued by the U.S. Department of Treasury on the benefits that AbbVie expected from the Offer. The Offer was conditional on the approval of AbbVie's stockholders. In light of the AbbVie board's decision to change its recommendation and to advise its own shareholders to vote against the Offer, Shire believed that there was no realistic prospect that this condition will be satisfied.

Under the terms of the Termination Agreement AbbVie will pay to Shire the break fee of approximately $1.635 billion (the "Break Fee") by 5.00 p.m. (London time) on 21 October 2014. The Termination Agreement provides that Shire's right to receive the Break Fee shall be the sole and exclusive remedy of Shire against AbbVie for any and all losses and damages suffered in connection with the Cooperation Agreement and the transactions and other actions contemplated by the Cooperation Agreement. The Termination Agreement also, among other things, contains certain restrictions on each of Shire and AbbVie relating to the solicitation of the other party's employees for a period of two years following the date of the Termination Agreement.

The foregoing summary of the Termination Agreement is not complete and is qualified in its entirety by reference to the complete text of the Termination Agreement, which is filed as Exhibit 2.1 to this Form 8-K and which is incorporated herein by reference in its entirety. In addition, a copy of the Shire press release announcing the Termination Agreement is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

For a description of the terms and conditions of the Cooperation Agreement reference is made to Shire's Form 8-K filed on July 18, 2014.

The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/936402/000095010314007323/dp50363_8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/936402/000095010314007323/0000950103-14-007323-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

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