SHIRE PLC
Result of Meeting
Shire Shareholders Vote to Approve combination WITH BAXALTA
Combination Would Create the Global Leader in Rare Diseases
Transaction Expected to Close on June 3rd
Dublin, Ireland - May 27, 2016 - Shire plc (LSE: SHP, NASDAQ: SHPG) today
announces that, at a general meeting convened for the purpose, its shareholders
have approved proposals relating to Shire's combination with Baxalta
Incorporated, which would create the leading global biotechnology company in
rare diseases and other highly specialized conditions.
Shire Chief Executive Officer, Flemming Ornskov, M.D., M.P.H., commented: "We
are pleased to take this important step toward completing our combination with
Baxalta, and are grateful that our shareholders have voiced their support by
approving this transaction. The combination will allow us to realize our goal
of building the leading global biotechnology company focused on rare diseases
and other highly specialized conditions, offering greater opportunities for our
patients, healthcare partners and employees. As our teams continue to plan our
integration, we anticipate a smooth and timely transition for all of our
stakeholders, and I am excited about what we will be able to achieve together
for the benefit of our patients worldwide."
Under the merger agreement, at closing Baxalta shareholders will receive $18.00
in cash and either 0.1482 Shire ADSs or 0.4446 Shire Ordinary shares per
Baxalta share.
The completion of the transaction remains subject to approval by Baxalta
shareholders, with a vote scheduled to occur at 7:00 am CST today, and other
customary closing conditions. Shire expects the transaction will complete on
June 3, 2016.
At the general meeting, all resolutions contained in the Notice of Meeting were
decided by poll vote. The results of the poll are as follows:
Resolutions For % Against % Votes cast Withheld
(including as a % of
discretionary relevant
votes) shares in
issue
Ordinary Resolutions
1. To approve the 420,340,630 93.81% 27,724,473 6.19% 75.52% 1,713,032
Merger, allotment of
shares and increase in
borrowing limit.
2. To authorize the 414,970,708 92.35% 34,377,524 7.65% 75.73% 429,903
allotment of shares.
Special Resolutions
3. To authorize the 416,265,573 93.36% 29,598,188 6.64% 75.15% 3,914,374
disapplication of
pre-emption rights.
4. To authorize 437,094,810 97.28% 12,225,243 2.72% 75.73% 458,082
purchases of own
shares.
As at the record date, May 25, 2016, the Company had 593,337,139 Ordinary
Shares of 5 pence each in issue (excluding shares held in treasury).
Shareholders are entitled to one vote per share. A vote "withheld" is not a
vote in law and is not counted in the calculation of the proportion of votes
validly cast.
In accordance with Listing Rule 9.6.2R copies of the relevant resolutions
passed at the meeting have been submitted to the National Storage Mechanism and
will be available for viewing shortly at: www.morningstar.co.uk/uk/nsm.
About Shire
Shire enables people with life-altering conditions to lead better lives.
Shire's strategy is to focus on developing and marketing innovative specialty
medicines to meet significant unmet patient needs.
Shire's focus is 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
FOR SHIRE
Investor Relations
Sarah Elton-Farr seltonfarr@shire.com +44 1256 894157
Robert Coates rcoates@shire.com +44 1256 894874
Ian Karp ikarp@shire.com +1 781 482 9018
Media
Michele Galen mgalen@shire.com +1 781 482 1867
Brooke Clarke brclarke@shire.com +44 1256 894829
FTI Consulting (Media Advisor to the Company)
Ben Atwell (London) ben.atwell@fticonsulting.com +44 20
3727 1000
David Roady (New York) david.roady@fticonsulting.com +1 212
Robert Stanislaro (New York) robert.stanislaro@fticonsulting.com 850 5600
+1 212
850 5600
Forward-Looking Statements
Statements included herein that are not historical facts, including without
limitation statements concerning the financial and strategic benefits of our
combination with Baxalta, our 20x20 ambition that targets $20 billion in
combined product sales by 2020, as well as other targets for future financial
results, capital structure, performance and sustainability of the combined
company, the combined company's future strategy, plans, objectives,
expectations and intentions, 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:
* disruption from the acquisition and integration of Baxalta may make it more
difficult to conduct business as usual or maintain relationships with
patients, physicians, employees or suppliers;
* the company may not achieve some or all of the anticipated benefits of
Baxalta's spin-off from Baxter International, Inc. ("Baxter") and the
acquisition may have an adverse impact on Baxalta's existing arrangements
with Baxter, including those related to transition, manufacturing and
supply services and tax matters;
* the failure to achieve the strategic objectives with respect to the
acquisition of Baxalta may adversely affect the company's financial
condition and results of operations;
* products and product candidates may not achieve commercial success;
* product sales from ADDERALL XR and INTUNIV are subject to generic
competition;
* the failure to obtain and maintain reimbursement, or an adequate level of
reimbursement, by third-party payers in a timely manner for the company's
products may affect future revenues, financial condition and results of
operations, particularly if there is pressure on pricing of products to
treat rare diseases;
* supply chain or manufacturing disruptions may result in declines in revenue
for affected products and commercial traction from competitors; regulatory
actions associated with product approvals or 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;
* the successful development of products in various stages of research and
development 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 the company's ability to sell
or market products profitably, and fluctuations in buying or distribution
patterns by such customers can adversely affect the company's revenues,
financial condition or results of operations;
* investigations or enforcement action by regulatory authorities or law
enforcement agencies relating to the company'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, tax audits and other disputes, including
the company's ability to enforce and defend patents and other intellectual
property rights required for its business, could have a material adverse
effect on the company's revenues, financial condition or results of
operations;
* Shire is undergoing a corporate reorganization and was the subject of an
unsuccessful acquisition proposal and the consequent uncertainty could
adversely affect the company's ability to attract and/or retain the highly
skilled personnel needed to meet its strategic objectives;
* failure to achieve the strategic objectives with respect to Shire's
acquisition of NPS Pharmaceuticals Inc. or Dyax Corp. ("Dyax") may
adversely affect the company's financial condition and results of
operations;
* the company 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 the company's revenues, financial condition or results of
operations;
* the company may be unable to retain and hire key personnel and/or maintain
its relationships with customers, suppliers and other business partners;
* difficulties in integrating Dyax or Baxalta into Shire may lead to the
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, Dyax's or
Baxalta's filings with the Securities and Exchange Commission, including those
risks outlined in "ITEM 1A: Risk Factors" in Shire's and Baxalta's Annual
Reports on Form 10-K for the year ended December 31, 2015.
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
republish revised forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
SHIRE PLC : - Result of Meeting
May 27, 2016 at 03:51 am EDT
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