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
NOVEMBER 12, 2018
RECOMMED OFFER
for
SHIRE PLC
by
TAKEDA PHARMACEUTICAL COMPANY LIMITED
Publication of Scheme Document
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 will be effected by means of a scheme of
arrangement under Article 125 of the Companies (Jersey) Law 1991 (as
amended) (the "Scheme").
Shire is pleased to announce that the scheme document which sets out,
among other things, a letter from the Chairman of Shire, the full terms
and conditions of the Scheme, an explanatory statement, notices of the
Court Meeting and the Shire General Meeting, an expected timetable of
principal events and details of the action to be taken by Shire
Shareholders and Shire ADS Holders, is being sent, or made available, to
Shire Shareholders and Shire ADS Holders today and has been published on
the Shire website at www.shire.com (the "Scheme Document").
Together with the Scheme Document, Forms of Proxy for the Court Meeting
and the Shire General Meeting and Forms of Election and the notes
accompanying them have also been published on the Shire website at
www.shire.com. Copies of these documents are also being sent to Shire
Shareholders today.
A Notice of Court Meeting and Extraordinary General Meeting, together
with an ADS Voting Card, is also being sent to Shire ADS Holders today
by the Shire Depositary.
The Scheme Document, Forms of Proxy and Forms of Election will be
available shortly on the National Storage Mechanism at
www.morningstar.co.uk/uk/nsm. The Scheme Document has also been
furnished to the SEC on Form 6-K and is available on the SEC's website
at www.sec.gov.
Shire also notes Takeda's circular to shareholders published today,
which relates to the convocation of the Takeda Extraordinary General
Meeting scheduled to be held at 10.00 a.m. (Tokyo time) (1.00 a.m.
(London time)) on December 5, 2018. This is available on Takeda's
website at www.takeda.com/investors/offer-for-shire.
Unless otherwise defined, all capitalised terms in this announcement
(the "Announcement") shall have the meaning given to them in the Scheme
Document.
Notices of the Court Meeting and Shire General Meeting
As described in the Scheme Document, to become effective, the Scheme
requires, among other things, the approval of Shire Shareholders at the
Court Meeting, the passing of the Special Resolution at the Shire
General Meeting and the subsequent sanction of the Court. The
Acquisition is also subject to the satisfaction or waiver of the
Conditions and certain further terms that are set out in the Scheme
Document.
Notices of the Court Meeting and the Shire General Meeting, which are
scheduled to be held at Block 3, Miesian Plaza, 50-58 Baggot Street
Lower, Dublin 2, Ireland on December 5, 2018, are set out in the Scheme
Document. The Court Meeting is scheduled to commence at 11.15 a.m. and
the Shire General Meeting at 11.30 a.m. (or as soon thereafter as the
Court Meeting has concluded or been adjourned).
It is important that, for the Court Meeting in particular, as many votes
as possible are cast so that the Court may be satisfied that there is a
fair and reasonable representation of Shire Shareholder opinion. Shire
Shareholders and Shire ADS Holders are therefore strongly urged to
complete, sign and return the Forms of Proxy (once received) or submit
their proxy by electronic means or, if applicable, complete, sign and
return their ADS Voting Card, for both the Court Meeting and the Shire
General Meeting, as soon as possible.
Timetable
The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also attached as an Appendix to this
Announcement.
Subject to approval at the relevant meetings, the satisfaction or waiver
of the other Conditions set out in the Scheme Document and the sanction
of the Court, the Scheme is expected to become effective on or around
January 8, 2019. If it becomes necessary to change any of the dates
and/or times in the expected timetable, including as a result of the
timing of receipt of approval from the European Commission to proceed to
completion of the Acquisition, it is intended that the Effective Date
will be as soon as practicable after January 8, 2019.
If the Scheme is approved as outlined above, it is expected that trading
of Shire Shares on the London Stock Exchange's main market for listed
securities will be suspended from 4.30 p.m. on January 4, 2019. It is
intended that, following the Scheme becoming Effective, the London Stock
Exchange and the FCA will be requested respectively to cancel trading in
Shire Shares on the London Stock Exchange's main market for listed
securities and to remove the listing of the Shire Shares from the
Official List, in each case on or shortly after the Effective Date.
The dates given are based on Shire's current expectations and may be
subject to change. If any of the key dates set out in the timetable
change, Shire will give notice of this change by issuing an announcement
through a Regulatory Information Service. Such announcement will be made
available on Shire's website at www.shire.com.
Information for Shire Shareholders and Shire ADS Holders
If you have any questions in relation to this Announcement, the Scheme
Document, the Court Meeting or the Shire General Meeting, or are in any
doubt as to how to complete the Forms of Proxy or lodge a Form of
Election, please call Equiniti between 8.30 a.m. and 5.30 p.m. (London
time) Monday to Friday (except public holidays in England and Wales) on
0330 123 5506 (if calling from within the UK) or +44 (0)121 415 0856 (if
calling from outside the UK). Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Different
charges may apply to calls from mobile telephones.
The helpline for Shire ADS Holders is provided by the Shire Depositary
and is available between 8.30 a.m. and 6.00 p.m. (New York time) Monday
to Friday (except public holidays in the US) on +1 866 395 6421 from
within the US or +1 781 575 4555 if calling from outside the US. Calls
are charged at the standard geographic rate and will vary by provider.
Calls outside the US will be charged at the applicable international
rate.
Please note that calls may be monitored or recorded and Equiniti and the
Shire Depositary cannot provide legal, tax or financial advice or advice
on the merits of the Scheme.
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
Slaughter and May, Davis Polk & Wardwell LLP, Nagashima Ohno &
Tsunematsu and Mourant Ozannes are retained as legal advisers to Shire.
Linklaters LLP, Nishimura & Asahi and Ogier are retained as legal
advisers to Takeda.
Important Notices About Financial Advisers
Evercore Partners International LLP ("Evercore"), which is authorised
and regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser exclusively to Takeda and no one else in
connection with the Acquisition and this Announcement and will not
regard any other person as its client in relation to the Acquisition or
this Announcement and shall not be responsible to anyone other than
Takeda for providing the protections afforded to clients of Evercore, or
for providing advice in connection with the Acquisition, this
Announcement or any matter referred to herein. Neither Evercore nor any
of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person
who is not a client of Evercore in connection with the Acquisition, this
Announcement or any matter referred to herein.
JPMorgan Securities Japan Co., Ltd., together with its affiliate J.P.
Morgan Securities plc (which conducts its UK investment banking business
as J.P. Morgan Cazenove and which is authorised in the United Kingdom by
the Prudential Regulation Authority and regulated in the United Kingdom
by the Prudential Regulation Authority and the Financial Conduct
Authority) ("J.P. Morgan"), is acting as financial adviser exclusively
to Takeda and no one else in connection with the Acquisition and will
not regard any other person as its client in relation to the Acquisition
and shall not be responsible to anyone other than Takeda for providing
the protections afforded to clients of J.P. Morgan, or for providing
advice in connection with the Acquisition or any matter referred to
herein.
Nomura International plc ("Nomura"), which is authorised by the
Prudential Regulation Authority and regulated by the Prudential
Regulation Authority and the Financial Conduct Authority in the United
Kingdom, is acting as financial adviser exclusively to Takeda and no one
else in connection with the Acquisition and this Announcement and Nomura,
its affiliates and its respective officers, employees, agents,
representatives and/or associates will not regard any other person as
their client, nor will they be responsible to anyone other than Takeda
for providing the protections afforded to clients of Nomura or for
giving advice in relation to the Acquisition, this Announcement or any
matter or referred to herein. Neither Nomura nor any of its
subsidiaries, branches or affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not
a client of Nomura in connection with the Acquisition, this Announcement
or any matter referred to herein.
Citigroup Global Markets Limited ("Citi"), 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 exclusively as financial adviser to Shire and no one else in
connection with the Acquisition, this Announcement and the matters
described herein, and shall not be responsible to anyone other than
Shire for providing the protections afforded to clients of Citi, or for
providing advice in connection with the Acquisition, this Announcement
or any matter referred to herein. Neither Citi nor any of its
subsidiaries, branches or affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not
a client of Citi in connection with the Acquisition, this Announcement
or any matter referred to herein.
Goldman Sachs International ("Goldman Sachs"), 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 exclusively as financial adviser to Shire and no one
else in connection with the Acquisition, this Announcement and the
matters described herein, and shall not be responsible to anyone other
than Shire for providing the protections afforded to clients of Goldman
Sachs or for providing advice in connection with the Acquisition, this
Announcement or any matter referred to herein. Neither Goldman Sachs nor
any of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person
who is not a client of Goldman Sachs in connection with the Acquisition,
this Announcement or any matter referred to herein
Morgan Stanley & Co. International plc ("Morgan Stanley"), 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 exclusively as financial adviser to Shire
and no one else in connection with the Acquisition, this Announcement
and the matters described herein, and shall not be responsible to anyone
other than Shire for providing the protections afforded to clients of
Morgan Stanley or for providing advice in connection with the
Acquisition, this Announcement or any matter referred to herein. Neither
Morgan Stanley nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Morgan Stanley in
connection with the Acquisition, this Announcement or any matter
referred to herein.
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.
The Acquisition will be subject to Jersey laws and to the applicable
requirements of the Takeover Code, the Panel, the Listing Rules, the
London Stock Exchange, the Financial Conduct Authority and the UKLA.
The Acquisition will be implemented solely pursuant to the terms of the
Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document), which
will contain the full terms and conditions of the Acquisition including
details of how to vote in respect of the Acquisition. Any decision in
respect of the Scheme or other response in relation to the Acquisition
by Shire Shareholders should be made only on the basis of the
information contained in the Scheme Document. Shire Shareholders are
advised to read the Scheme Document (including the related Forms of
Proxy and forms of election) carefully once these become available
because they will contain important information in relation to the
Acquisition, the New Takeda Shares and the Combined Group.
The New Takeda Securities are not being offered to the public by means
of this Announcement.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Takeda reserves the right to elect (with the consent of the Panel and
subject to the terms of the Co-operation Agreement) to implement the
acquisition of the Shire Shares by way of a Takeover Offer as an
alternative to the Scheme. In such event, the Takeover Offer will be
implemented on substantially the same terms, so far as applicable, as
those which would apply to the Scheme, subject to appropriate amendments
to reflect the terms of the Co-operation Agreement and, among other
things, the change in structure by which the Acquisition is to be
implemented and compliance with all applicable laws, including US
securities laws.
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.
Unless otherwise determined by Takeda or required by the Takeover Code,
and permitted by applicable law and regulation, the Acquisition will not
be made available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction.
No person may vote in favour of the Acquisition by any use, means,
instrumentality or form, and the Acquisition will not be capable of
acceptance, from or within a Restricted Jurisdiction, if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly,
copies of this Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed, transmitted or otherwise forwarded, distributed or sent in, into
or from a Restricted Jurisdiction, where to do so would violate the laws
in that jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians, nominees
and trustees) must not mail or otherwise distribute or send them in,
into or from Restricted Jurisdictions, where to do so would violate the
laws in that jurisdiction. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation) the Takeover Offer may not be made directly or indirectly,
in or into, or by the use of mails or any means or instrumentality
(including but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of,
or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
The availability of the New Takeda Securities under the Acquisition to
Shire Shareholders who are not resident in the United Kingdom or Jersey,
or the ability of those persons to continue to hold such securities, may
be affected by the laws or regulatory requirements of the relevant
jurisdiction in which they are resident. Persons into whose possession
this Announcement comes who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable requirements.
Shire Shareholders who are in any doubt regarding such matters should
consult an appropriate independent financial adviser in their relevant
jurisdiction without delay. Any failure to comply with such restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
The New Takeda Securities may not be offered, sold or delivered,
directly or indirectly, in, into or from any Restricted Jurisdiction or
to, or for the account or benefit of, any Restricted Overseas Persons
except pursuant to an applicable exemption from, or in a transaction not
subject to, applicable securities laws of those jurisdictions, or
otherwise permitted under applicable securities laws of those
jurisdictions.
Further details in relation to Shire Shareholders who are resident in,
ordinarily resident in, or citizens of, jurisdictions outside the United
Kingdom and Jersey will be contained in the Scheme Document.
Additional information for US investors
Notice to US investors in Shire: the Acquisition relates to the shares
of a Jersey company and is being made by means of a scheme of
arrangement provided for under the Jersey Companies Law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange
Act, and it is expected that any New Takeda Securities to be issued
pursuant to the Scheme to Shire Shareholders would be issued in reliance
upon the exemption from the registration requirements under the US
Securities Act provided by Section 3(a)(10) thereof. Under applicable US
securities laws, persons (whether or not US persons) who are or will be
"affiliates" (within the meaning of Rule 144 of the US Securities Act)
of Takeda prior to, or after, the Effective Date will be subject to
certain transfer restrictions relating to the New Takeda Securities
received in connection with the Acquisition. Accordingly, the
Acquisition is subject to the disclosure requirements and practices
applicable in the United Kingdom and Jersey to schemes of arrangement
which differ from the disclosure requirements of United States tender
offer and proxy solicitation rules and the US Securities Act. If, in the
future, Takeda exercises the right to implement the Acquisition by way
of a Takeover Offer and determines to extend the offer into the United
States, the Acquisition will be made in compliance with applicable
United States laws and regulations, including any applicable exemptions
under the US Exchange Act. Financial information included in this
Announcement and the Scheme Document has been or will have been prepared
in accordance with accounting standards applicable in the United Kingdom
and Jersey that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with US GAAP.
The receipt of consideration by a US holder for the transfer of its
Shire Shares pursuant to the Scheme will be a taxable transaction for
United States federal income tax purposes. Each Shire Shareholder is
urged to consult his independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to him,
including under applicable United States state and local, as well as
foreign and other, tax laws.
It may be difficult for US holders of Shire Shares to enforce their
rights and any claim arising out of the US federal laws, since Takeda
and Shire are located primarily in a non-US jurisdiction, and some or
all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Shire Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of
the US securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to the jurisdiction and
judgment of a US court.
New Takeda Securities issued pursuant to the Scheme will not be
registered under any US state securities laws and may only be issued to
persons resident in a state pursuant to an exemption from the
registration requirements of the securities laws of such state.
For the purpose of qualifying for the exemption provided by Section
3(a)(10) of the US Securities Act, Shire will advise the Court that its
sanctioning of the Scheme will be relied on by Takeda as an approval of
the Scheme following a hearing on its fairness to Shire Shareholders, at
which Court hearing all Shire Shareholders are entitled to attend in
person or through counsel to support or oppose the sanctioning of the
Scheme and with respect to which notification will be given to all such
holders.
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.
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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in
1 per cent. 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 10(th) business day following the commencement of
the Offer Period and, if appropriate, by no later than 3.30 pm (London
time) on the 10(th) 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 Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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, 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 Panel's website
at http://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. If you are in any doubt as to
whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure, you should contact the Panel's Market Surveillance
Unit on +44 (0)20 7638 0129.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by Shire Shareholders, persons with information
rights and other relevant persons in connection with the receipt of
communications from Shire may be provided to Takeda during the Offer
Period as required under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11 of the Takeover Code.
Publication on Website and Availability of Hard Copies
A copy of this Announcement and the documents required to be published
by Rule 26 of the Takeover Code will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on Takeda's and Shire's websites at
www.takeda.com/investors/offer-for-shire and www.shire.com respectively
by no later than 12 noon (London time) on November 13, 2018, the
Business Day following this Announcement. For the avoidance of doubt,
the contents of these websites are not incorporated into and do not form
part of this Announcement.
Shire Shareholders may request a hard copy of this Announcement by: (i)
contacting Souheil Salah during business hours on +44 (0) 203 5490660
(lines are open from 9am to 5pm (London time), Monday to Friday
(excluding public holidays in England and Wales), or (ii) by submitting
a request by post to Souheil Salah, One Kingdom Street, 9th Floor,
Paddington, London W2 6BD, UK. If you have received this Announcement in
electronic form, copies of this Announcement and any document or
information incorporated by reference into this document will not be
provided unless such a request is made. Shire Shareholders may also
request that all future documents, announcements and information to be
sent to them in relation to the Acquisition should be in hard copy form.
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.
Rounding
Certain figures included in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same category
presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the
figures that precede them.
SHIRE LEI: 54930005LQRLI2UXRQ59
Appendix
EXEPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown are London times unless otherwise stated. All dates and
times are indicative only, are based on Shire's and Takeda's current
expectations and are subject to change (including as a result of changes
to Court times). If any of the dates and/or times in this expected
timetable change, the revised dates and/or times will be notified to
Shire Shareholders and Shire ADS Holders by announcement through a
Regulatory Information Service, which Shire will furnish to the SEC on
Form 8-K.
Event Time and/or date
--------------------------------------------------
ADS Voting Record Time 5.00 p.m. (New York time) on November 7, 2018
Latest time for receipt of ADS Voting Cards (or valid 10.00 a.m. (New York time) on November 29, 2018(1)
telephone or internet voting instructions) for the
Court Meeting and the Shire General Meeting
Latest time for receipt of Forms of Proxy for:
11.15 a.m. on December 3, 2018(2)
1. Court Meeting (BLUE form)
11.30 a.m. on December 3, 2018(3)
1. Shire General Meeting (YELLOW form)
Voting Record Time 6.30 p.m. on December 3, 2018(4)
Takeda Extraordinary General Meeting 10.00 a.m. (Tokyo time) on December 5, 2018
Court Meeting 11.15 a.m. on December 5, 2018(5)
Shire General Meeting 11.30 a.m. on December 5, 2018(5)(6)
The following dates are indicative only and subject
to change; please see note (7) below:
Last time for Shire ADS Holders to present their Shire 5.00 p.m. (New York time) on December 26, 2018
ADSs for cancellation and take delivery of Shire Shares
to become Shire Shareholders before the Scheme Record
Time
Latest time for receipt of Forms of Election 6.00 p.m. on January 2, 2019
Court Sanction Hearing 10.00 a.m. on January 3, 2019
Last time for dealings in Shire Shares on the London 4.30 p.m. on January 4, 2019
Stock Exchange
Latest time for receipt of TTE Instructions and disablement 6.00 p.m. on January 4, 2019
of Shire Shares in CREST
Scheme Record Time 6.00 p.m. on January 4, 2019
Last time for dealings in Shire ADSs on NASDAQ close of business (New York time) on January 4,
2019
Suspension of dealings in Shire Shares on the London before open of business on January 7, 2019
Stock Exchange
Halt of dealings in Shire ADSs on NASDAQ before open of business (New York time) on January
7, 2019
Commencement of "when issued" dealings in the New 9.30 a.m. (New York time) on January 7, 2019
Takeda ADSs on the New York Stock Exchange
Effective Date of the Scheme January 8, 2019
Effective date of the issue of the New Takeda Shares January 8, 2019
Cancellation of listing of Shire Shares on the premium 8.00 a.m. on January 9, 2019
listing segment of the Official List and the main
market of the London Stock Exchange
Delisting of Shire ADSs by 9.30 a.m. (New York time) on January 9, 2019
Settlement Account credited with New Takeda Shares by 00.01 a.m. (9.01 a.m. (Tokyo time))
on January 10, 2019
New Takeda Shares transferred from the Settlement from January 10, 2019, but in any event not later
Account to JASDEC Accounts of former Shire Shareholders than 14 calendar days after the Effective Date(8)
Listing of, and commencement of dealings in, the New January 10, 2019
Takeda Shares on the Tokyo Stock Exchange and the
Local Japanese Stock Exchanges
New Takeda Shares transferred from the Settlement January 10, 2019
Account to the Takeda Depositary's JASDEC Account
New Takeda ADSs and CDIs representing New Takeda ADSs from January 10, 2019, but in any event not later
delivered to former Shire Shareholders than 14 calendar days after the Effective Date(9)
New Takeda ADSs delivered to former Shire ADS Holders from January 10, 2019(10)
Listing of, and commencement of regular-way dealings by 9.30 a.m. (New York time) on January 11,
in, New Takeda ADSs on the New York Stock Exchange 2019(11)
CREST accounts of former Shire Shareholders credited within 14 calendar days of the Effective Date(12)
with cash due under the Scheme and in relation to
fractional entitlements
Processing of electronic BACs transfers to former within 14 calendar days of the Effective Date
Shire Shareholders in respect of cash due under the
Scheme and in relation to fractional entitlements
Despatch of cheques to former Shire Shareholders for within 14 calendar days of the Effective Date
the cash due under the Scheme and in relation to fractional
entitlements
Despatch of cheques to former Shire Shareholders in within 14 calendar days of the Effective Date
relation to the New Takeda Shares sold under the Dealing
Facility
Payment of the cash due to former Shire ADS Holders following receipt of funds by the Shire
by the Shire Depositary Depositary(13)
Latest date by which Scheme may become Effective May 8, 2019(14)
Notes:
(1 ) In order to validly instruct the Shire Depositary
as to voting at the Shire Meetings, the ADS Voting
Card must be received by the Shire Depositary by 10.00
a.m. (New York time) on November 29, 2018 for each
Shire Meeting or, if either Shire Meeting is adjourned,
such later date as may be notified by the Shire Depositary,
having consulted with Shire. Please see "Action to
be taken" on pages 5 to 18 of the Scheme Document.
(2 ) The BLUE Form of Proxy for the Court Meeting, if not
received by Equiniti by the time stated above, may
be handed to a representative of Equiniti, on behalf
of the Chairman of the Court Meeting, or to the Chairman
of the Court Meeting, before the start of the Court
Meeting.
(3 ) In order to be valid, the YELLOW Form of Proxy must
be received by Equiniti not later than 11.30 a.m.
on December 3, 2018 (or, if the Shire General Meeting
is adjourned, not later than 48 hours before the time
appointed for the adjourned Shire General Meeting).
(4 ) If either the Court Meeting or the Shire General Meeting
is adjourned, the Voting Record Time for the relevant
adjourned Shire Meeting will be 6.30 p.m. on the date
falling two calendar days before the date appointed
for such adjourned Shire Meeting and the ADS Voting
Record Time for the relevant adjourned Shire Meeting
will be such later date as may be notified by the
Shire Depositary, having consulted with Shire.
(5 ) In the event that the Takeda Extraordinary General
Meeting is postponed or adjourned, the Court Meeting
and Shire General Meeting will be adjourned so that
they will take place on the same date as the Takeda
Extraordinary General Meeting.
(6 ) To commence at 11.30 a.m. (London time) or as soon
thereafter as the Court Meeting shall have concluded
or been adjourned.
(7 ) These times and dates are indicative only and represent
the earliest possible dates for the relevant principal
events. These dates will depend, among other things,
on the dates upon which: (i) the Conditions are satisfied
or (where applicable) waived; (ii) the European Commission
gives its approval to proceed to completion of the
Acquisition (see paragraph 7 of Part I (Letter from
the Chairman of Shire PLC) of the Scheme Document
for further details); (iii) the Court sanctions the
Scheme; and (iv) the Court Order is delivered to the
Registrar of Companies. If it becomes necessary to
change any of the dates and/or times in the expected
timetable, including as a result of the timing of
receipt of approval from the European Commission to
proceed to completion of the Acquisition, it is intended
that the Effective Date will be as soon as practicable
after January 8, 2019. Shire will give adequate notice
of any changes by issuing an announcement through
a Regulatory Information Service and will furnish
such announcement to the SEC on Form 8-K.
(8 ) In order to avoid a delay in the completion of any
such transfer, Shire Shareholders who make a valid
JASDEC Election to deliver their New Takeda Shares
into an account with an AMI should contact their AMI
to confirm any necessary steps in order for the AMI
to record the delivery of the New Takeda Shares from
the Settlement Account.
(9 ) The date on which New Takeda ADSs will be delivered
to Shire Shareholders will depend on the type of ADS
Election made. In order to avoid a delay in receiving
their New Takeda ADSs, Shire Shareholders who make
a valid ADS Election to deliver their New Takeda ADSs
to their broker or other securities intermediary in
DTC should contact their broker or other securities
intermediary to request that it, or the DTC participant
through which it clears, inputs valid instructions
to receive delivery of the New Takeda ADSs free of
payment from the Takeda Depositary's DTC participant
account (account number 2504).
(10 ) New Takeda ADSs will be delivered to the Shire Depositary
from January 10, 2019 (and in any event not later
than 14 calendar days after the Effective Date).
The date on which New Takeda ADSs will be delivered
to Shire ADS Holders will depend on the way in which
such Shire ADS Holders held their Shire ADSs. It is
expected that Shire ADS Holders holding through participants
in DTC will receive delivery shortly after the receipt
by the Shire Depositary of the New Takeda ADSs and
that registered Shire ADS Holders holding uncertificated
Shire ADSs (that is, Shire ADSs held outside of DTC
for which no certificates have been issued) will be
issued New Takeda ADSs in uncertificated form beginning
approximately one week thereafter (and will receive
a statement by post reflecting the issuance of New
Takeda ADSs in their name). Registered Shire ADS Holders
holding certificates for their Shire ADSs will only
receive delivery of their New Takeda ADSs after they
return their signed letter of transmittal and Shire
ADS certificate to the Shire Depositary.
(11 ) The listing of, and commencement of regular-way dealings
in, New Takeda ADSs on January 11, 2019 is subject
to DTC having completed its allocation of New Takeda
ADSs to former Shire ADS Holders and the Shire Depositary
having made the relevant notification to the New York
Stock Exchange in time for the New York Stock Exchange
to make the relevant announcement prior to close of
business (New York time) on January 10, 2019.
(12 ) Shire Shareholders who hold Shire Shares in uncertificated
form and receive the cash portion of the Consideration
in US Dollars must ensure that an active US Dollar
Cash Memorandum Account is in place in CREST by no
later than the Scheme Record Time. In the absence
of a US Dollar Cash Memorandum Account, the payment
of the cash portion of the Consideration will not
settle, resulting in a delay and the settlement of
the cash portion of the Consideration outside of CREST.
(13 ) In the case of Shire ADS Holders who hold Shire ADSs
in certificated form, subject to presentation by such
holders of their signed letters of transmittal and
Shire ADS certificates to the Shire Depositary.
(14 ) The latest date by which the Scheme may become Effective
may be extended by agreement in writing between Shire
and Takeda with the prior consent of the Panel and
(if required) the approval of the Court.
All references in this Announcement are in London time unless otherwise
stated
(END) Dow Jones Newswires
November 12, 2018 02:15 ET (07:15 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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