Shire plc Shire Plc : Statement Re Proposal From Takeda Pharmaceutical Company Limited

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)           [phone] 
 
   Sun Kim (Investor Relations)                                          +1 
617 588 8175 
 
   Katie Joyce (Media)                                                       [phone] 
 
 
   Citigroup Global Markets Limited 
 
   Chris Hite                                                                      [phone] 
 
 
   Cary Kochman 
 
   Jan Skarbek                                                                  [phone] 
 
 
   Andrew Seaton (Corporate Broking) 
 
   Goldman Sachs International                              [phone] 
1000 
 
   Anthony Gutman 
 
   Robert King 
 
   Nick Harper 
 
   Morgan Stanley & Co. International plc               [phone] 
 
   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 [phone] 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)

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