TIDMSHP
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
JANUARY 8, 2019
RECOMMED OFFER
for
SHIRE PLC
by
TAKEDA PHARMACEUTICAL COMPANY LIMITED
Scheme becomes effective
On May 8, 2018, Shire plc ("Shire") and Takeda Pharmaceutical Company
Limited ("Takeda") announced that they had reached agreement on the
terms of a recommended cash and share offer to be made by Takeda for the
entire issued and to be issued share capital of Shire (the
"Acquisition"). The Acquisition is being effected by means of a scheme
of arrangement under Article 125 of the Companies (Jersey) Law 1991 (as
amended) (the "Scheme").
On January 3, 2019, Shire announced that the Royal Court of Jersey had
sanctioned the Scheme at the Court Sanction Hearing held on January 3,
2019.
Shire is pleased to announce that, following the delivery of the Court
order to the registrar of companies in Jersey today, the Scheme has now
become effective in accordance with its terms and the entire issued and
to be issued share capital of Shire is now owned by Takeda.
As the Scheme has now become effective, Shire duly announces that the
following directors of Shire have tendered their resignations:
Susan Kilsby (Non-Executive Director, Chairman);
Flemming Ornskov, MD, MPH (Chief Executive Officer and Executive
Director);
Thomas Dittrich (Chief Financial Officer and Executive Director);
Olivier Bohuon (Senior Non-Executive Independent Director);
Ian Clark (Non-Executive Director);
Gail Fosler (Non-Executive Director);
Steven Gillis, PhD (Non-Executive Director);
David Ginsburg, MD (Non-Executive Director);
Sara Mathew (Non-Executive Director); and
Albert Stroucken (Non-Executive Director).
Following the approval by Takeda Shareholders of the Takeda Director
Appointment Resolutions at the Takeda Extraordinary General Meeting held
on December 5, 2018, Takeda has appointed Olivier Bohuon, Ian Clark and
Steven Gillis to the Takeda Board effective as of today's date.
Shire also announces that Flemming Ornskov will be retained by Shire as
an employee to act in an advisory capacity to the Chief Executive
Officer of Takeda for a fixed term of three months ending on March 31,
2019 and that Thomas Dittrich will be retained by Shire as an employee
to act in an advisory capacity to the Chief Financial Officer of Takeda
until March 3, 2019. Save in respect of their entitlement to equity
awards, which will no longer apply following the Scheme Effective Time,
Flemming Ornskov and Thomas Dittrich shall be engaged on substantively
the same terms as their existing service agreements with Shire, as
summarised in Part VIII (Additional Information) of the scheme document
published on November 12, 2018 in relation to the Acquisition (the
"Scheme Document").
A Scheme Shareholder on the register of members of Shire at the Scheme
Record Time, being 6.00 p.m. on January 4, 2019, will be entitled to
receive $30.33 in cash and either 0.839 New Takeda Shares or 1.678 New
Takeda ADSs for each Scheme Share held. Settlement of the consideration
to which any Scheme Shareholder is entitled will be effected as set out
in the Scheme Document.
Applications have been made to the UK Listing Authority and the London
Stock Exchange in relation to the de-listing of Shire Shares from the
premium listing segment of the Official List and the cancellation of the
admission to trading of Shire Shares on the London Stock Exchange's main
market for listed securities which are expected to take place at 8.00
a.m. (London time) on January 9, 2019. Further applications have been
made or will be made to de-list the Shire ADSs from NASDAQ, which is
expected to take effect by 9.30 a.m. (New York time) on January 9, 2019.
Unless otherwise defined, all capitalised terms in this announcement
(the "Announcement") shall have the meaning given to them in the Scheme
Document.
Enquiries:
Shire Citigroup Global Markets Limited
Christoph Brackmann (Investor Relations) (joint financial adviser to Shire)
christoph.brackmann@shire.com (US) Chris Hite
+41 41 288 41 29 +1 212 816 6000
Scott Burrows (Investor Relations) Cary Kochman
scott.burrows@shire.com (UK) Jan Skarbek
+41 41 288 41 95 Andrew Seaton (Corporate Broking)
Sun Kim (Investor Relations) +44 207 986 4000
sun.kim@shire.com
+1 617 588 8175
Katie Joyce (Media)
kjoyce@shire.com
+1 781 482 2779
Goldman Sachs International Morgan Stanley & Co. International plc
(joint financial adviser to Shire) (joint financial adviser to Shire)
Anthony Gutman Clint Gartin
Robert King Philippe Gallone
Nick Harper David Kitterick
+44 207 774 1000 Peter Moorhouse (Corporate Broking)
+44 207 425 8000
FTI Consulting
(communications support to Shire)
Ben Atwell
Brett Pollard
+44 (0) 203 727 1000
Takeda Evercore
Elissa Johnsen (Media -- outside of Japan) (joint financial adviser to Takeda)
elissa.johnsen@takeda.com (US) Will Hiltz
+1 224 554 3185 John Honts
Kazumi Kobayashi (Media -- within Japan) +1 212 857 3100
Kazumi.kobayashi@takeda.com (UK) Julian Oakley
+81 3 3278 2095 +44 207 653 6000
Tsuyoshi Tada (Media -- within Japan)
tsuyoshi.tada@takeda.com
+81 3 3278 2417
Takashi Okubo (Investor Relations)
takeda.ir.contact@takeda.com
+81 3 3278 2306
J.P. Morgan Cazenove Nomura
(joint financial adviser to Takeda) (joint financial adviser to Takeda)
Michele Colocci Akira Kiyota
Dwayne Lysaght Paolo Cicchine
James Mitford Andrew McNaught
James Robinson Oliver Tucker
+44 207 742 4000 +44 207 102 1000
Finsbury
(communications support to Takeda)
(UK) James Murgatroyd / Rollo Head / Anjali Unnikrishnan
+44 207 251 3801
(US) Kal Goldberg / Chris Ryall
+1 646 805 2000
Further Information
This Announcement is provided for information purposes only. It is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, exchange, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise nor will there be
any sale, issuance, exchange or transfer of securities of Shire or
Takeda pursuant to the Acquisition or otherwise in any jurisdiction in
contravention of applicable law.
Restricted Jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and Jersey may be restricted
by law and therefore any persons into whose possession this Announcement
comes who are subject to the laws of any jurisdiction other than the
United Kingdom and Jersey should inform themselves about, and observe,
any applicable requirements. In particular, the ability of persons who
are not resident in the United Kingdom or Jersey to vote their Shire
Shares with respect to the Scheme at the Court Meeting, to execute and
deliver forms of proxy appointing another to vote at the Court Meeting
on their behalf or to hold or vote Takeda Shares may be affected by the
laws of the relevant jurisdiction in which they are located. Any failure
to comply with such requirements may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and other persons involved in
the Acquisition disclaim any responsibility or liability for any
violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying with
Jersey law, the Takeover Code, the Market Abuse Regulation and the
Disclosure and Transparency Rules and the information disclosed may not
be the same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws and regulations of
jurisdictions outside Jersey.
Further details in relation to Shire Shareholders who are resident in,
ordinarily resident in, or citizens of, jurisdictions outside the United
Kingdom and Jersey is contained in the Scheme Document.
Medical information
This Announcement contains information about products that may not be
available and in all countries, or may be available under different
trademarks, for different indications, in different dosages, or in
different strengths. Nothing contained herein should be considered a
solicitation, promotion or advertisement for any prescription drugs,
including the ones under development.
No profit forecasts or estimates
Unless expressly stated otherwise, nothing in this Announcement
(including any statement of estimated synergies) is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or earnings per
share or dividend per share for Takeda or Shire, as appropriate, for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share or dividend per
share for Takeda or Shire, as appropriate.
Forward Looking Statements
This Announcement contains certain statements about Takeda and Shire
that are or may be forward looking statements, including with respect to
a possible combination involving Takeda and Shire. All statements other
than statements of historical facts included in this Announcement may be
forward looking statements. Without limitation, forward looking
statements often include words such as "targets", "plans", "believes",
"hopes", "continues", "expects", "aims", "intends", "will", "may",
"should", "would", "could", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof. By their
nature, forward-looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that will occur in the
future and the factors described in the context of such forward-looking
statements in this Announcement could cause actual results and
developments to differ materially from those expressed in or implied by
such forward-looking statements. Such risks and uncertainties include,
but are not limited to, the possibility that a possible combination will
not be pursued or consummated, failure to obtain necessary regulatory
approvals or to satisfy any of the other conditions to the possible
combination if it is pursued, adverse effects on the market price of
Takeda's or Shire's ordinary shares and on Takeda's or Shire's operating
results because of a failure to complete the possible combination,
failure to realise the expected benefits of the possible combination,
negative effects relating to the announcement of the possible
combination or any further announcements relating to the possible
combination or the consummation of the possible combination on the
market price of Takeda's or Shire's ordinary shares, significant
transaction costs and/or unknown liabilities, general economic and
business conditions that affect the combined companies following the
consummation of the possible combination, changes in global, political,
economic, business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax laws, regulations, rates and
policies, future business combinations or disposals and competitive
developments. Although it is believed that the expectations reflected
in such forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this Announcement.
Additional risk factors that may affect future results are contained 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 (available
at www.shire.com and www.sec.gov), the contents of which are not
incorporated by reference into, nor do they form part of, this
Announcement. These risk factors expressly qualify all forward-looking
statements contained in this Announcement and should also be considered
by the reader.
All forward-looking statements attributable to Takeda or Shire or any
person acting on either company's 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, neither Takeda nor Shire undertake any obligation to
update or revise forward-looking statements, whether as a result of new
information, future events or otherwise.
If you are in any doubt about the contents of this Announcement or the
action you should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or independent financial adviser duly authorised
under Financial Services (Jersey) Law 1998 (as amended) if you are
resident in Jersey, the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom, or, if not, from
another appropriately authorised independent financial adviser.
SHIRE LEI: 54930005LQRLI2UXRQ59
(END) Dow Jones Newswires
January 08, 2019 02:15 ET (07:15 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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