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 20, 2018
RECOMMED OFFER
for
SHIRE PLC
by
TAKEDA PHARMACEUTICAL COMPANY LIMITED
Phase I conditional clearance by the European Commission
On November 12, 2018, Shire plc ("Shire") announced the publication of a
scheme document (the "Scheme Document") relating to the recommended cash
and share offer being made by Takeda Pharmaceutical Company Limited
("Takeda") for the entire issued and to be issued share capital of Shire
(the "Acquisition").
At the time of publication of the Scheme Document, the Acquisition
remained subject to the European Commission taking a decision, on terms
reasonably satisfactory to Takeda, that it would not initiate
proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 in
relation to the Acquisition or any matter arising from or relating to
the Acquisition (the "EU Merger Control Condition").
Shire is pleased to announce that, following discussions between Shire
and Takeda with the European Commission in relation to the future
potential overlap in the area of inflammatory bowel disease between
Takeda's marketed product Entyvio (vedolizumab) and Shire's pipeline
compound SHP647, the European Commission has decided not to initiate
proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004
and has granted a Phase I conditional clearance for the Acquisition,
subject to Shire and Takeda entering into commitments to divest SHP647
and certain associated rights. Accordingly, Takeda has confirmed today
that the EU Merger Control Condition has now been satisfied. The
divestment of SHP647 and certain associated rights is not a condition to
the completion of the Acquisition.
The Acquisition remains subject to certain other Conditions, including
receipt of approval from the shareholders of Shire and Takeda, the
satisfaction or, where applicable, waiver of the other Conditions set
out in the Scheme Document and the sanction of the Court.
Subject to the satisfaction or waiver of the remaining Conditions, Shire
and Takeda confirm their previously announced expectation that
completion of the Acquisition will take place on January 8, 2019 and
that the expected timetable of principal events relating to the Scheme
(as set out in the Scheme Document and as repeated in the Appendix to
this Announcement) remains accurate.
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.
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 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 21, 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.
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 Court sanctions
the Scheme; and (iii) 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, 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 20, 2018 09:30 ET (14:30 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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