8 Jan 2019 07:00
Scheme becomes effective
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
RECOMMENDED 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 Christoph Brackmann (Investor Relations) christoph.brackmann@shire.com +41 41 288 41 29 Scott Burrows (Investor Relations) scott.burrows@shire.com +41 41 288 41 95 Sun Kim (Investor Relations) sun.kim@shire.com +1 617 588 8175 Katie Joyce (Media) kjoyce@shire.com +1 781 482 2779 | Citigroup Global Markets Limited (joint financial adviser to Shire) (US) Chris Hite +1 212 816 6000 Cary Kochman (UK) Jan Skarbek Andrew Seaton (Corporate Broking) +44 207 986 4000 |
| Goldman Sachs International (joint financial adviser to Shire) Anthony Gutman Robert King Nick Harper +44 207 774 1000 | Morgan Stanley & Co. International plc (joint financial adviser to Shire) Clint Gartin Philippe Gallone David Kitterick Peter Moorhouse (Corporate Broking) +44 207 425 8000 |
| FTI Consulting (communications support to Shire) Ben Atwell Brett Pollard +44 (0) 203 727 1000 | |
| Takeda Elissa Johnsen (Media – outside of Japan) elissa.johnsen@takeda.com +1 224 554 3185 Kazumi Kobayashi (Media – within Japan) Kazumi.kobayashi@takeda.com +81 3 3278 2095 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 | Evercore (joint financial adviser to Takeda) (US) Will Hiltz John Honts +1 212 857 3100 (UK) Julian Oakley +44 207 653 6000 |
| J.P. Morgan Cazenove (joint financial adviser to Takeda) Michele Colocci Dwayne Lysaght James Mitford James Robinson +44 207 742 4000 | Nomura (joint financial adviser to Takeda) Akira Kiyota Paolo Cicchine Andrew McNaught Oliver Tucker +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