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| 8-K - FORM 8-K - Shire plc | dp50220_8k.htm |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE
OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
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For immediate release
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15 October 2014
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Shire plc
Statement re: AbbVie’s intention to reconsider recommendation
The Board of Shire plc (LSE: SHP, NASDAQ: SHPG) notes the announcement by AbbVie Inc. (“AbbVie”) of its Board’s intention to reconsider its recommendation of the offer for Shire.
Shire confirms that overnight it received notice from AbbVie under the Cooperation Agreement of the AbbVie Board’s intention to consider whether to withdraw or modify its recommendation in light of the impact of the US Treasury Notice of 22 September 2014.
The Board of Shire has not been provided with a detailed analysis of AbbVie’s tax assumptions and AbbVie’s notice does not quantify the anticipated financial impact of the US Treasury Notice on the combination.
The Board of Shire believes that AbbVie should proceed with the recommended offer on the agreed terms in accordance with the Cooperation Agreement.
The Board will meet to consider the current situation and a further announcement will be made in due course.
The Board of Shire notes that, in the event that the AbbVie Board adversely changes its recommendation and AbbVie stockholder approval is not obtained (or another triggering event occurs), a break fee of approximately $1.635 billion would be payable by AbbVie to Shire.
Shire will be announcing its Q3 results on 24 October 2014. Shire announced record quarterly revenues in Q2 2014 and the Board confirms that Shire’s trading since the end of Q2 has remained strong.
Terms defined in the announcement of the recommended combination of AbbVie and Shire dated 18 July 2014 bear the same meaning herein.
NOTES TO EDITORS
Shire enables people with life-altering conditions to lead better lives.
We provide 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.
Shire’s product sales from continuing operations have increased from US$2,754 million in the financial year to 31 December 2008 to US$4,757 million in the financial year to 31 December 2013, representing a five-year compound annual growth rate of 11.6%. Shire’s Non GAAP diluted earnings
per ADS have increased from US$3.86 in the financial year to 31 December 2008 to US$7.66 in the financial year to 31 December 2013, representing a five-year compound annual growth rate of 14.7%. Shire’s US GAAP diluted earnings per ADS have increased from US$0.86 in the financial year to 31 December 2008 to US$3.53 in the financial year to 31 December 2013, representing a five-year compound annual growth rate of 32.7%.
CONTACTS
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Shire
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Stephanie Fagan
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+1 201 572 9581
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FTI Consulting (Media Adviser to the Company)
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Ben Atwell (London)
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+44 20 3727 1000
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Evercore (Financial Adviser to the Company)
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Francois Maisonrouge
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+44 20 7653 6000
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Edward Banks
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Morgan Stanley (Financial Adviser to the Company)
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Michele Colocci
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+44 20 7425 8000
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Colm Donlon
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Peter Moorhouse (Corporate Broking)
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Deutsche Bank (Financial Adviser to the Company)
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Nick Bowers (Corporate Broking)
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+44 20 7545 8000
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Ben Lawrence (Corporate Broking)
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Citi (Financial Adviser to the Company)
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Christopher Hite
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+1 212 816 1818
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Goldman Sachs (Financial Adviser to the Company)
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Raj Shah
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+44 20 7774 1000
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A copy of this announcement will be available at www.shire.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
FURTHER INFORMATION
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 for Shire and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Shire for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the matters referred to in this announcement.
Morgan Stanley & Co. International plc, 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 as financial adviser to Shire and no one else in connection with the matters referred to in this announcement. In connection with such matters, Morgan Stanley & Co. International plc, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person other than Shire for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein.
Citigroup Global Markets Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, each in the United Kingdom, is acting as financial adviser to Shire and for no one else in connection with the matters set out in this announcement. In connection with such matters, Citigroup Global Markets Limited, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Shire for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to herein.
Goldman Sachs International, 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 as financial adviser to Shire and no one else in connection with the matters referred to in this announcement. In connection with such matters Goldman Sachs International, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Shire for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the contents of this announcement or any other matter referred to herein.
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory Authority). Deutsche Bank AG, London Branch is further authorised by the Prudential Regulation Authority and is subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Deutsche Bank is acting as financial adviser to Shire and no one else in connection with the contents of this Announcement and will not be responsible to anyone other than Shire for providing the protections afforded to its clients or for providing advice in connection with the contents of this Announcement or any matter referred to herein.
NON GAAP MEASURES
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The announcement contains financial measures not prepared in accordance with US GAAP.
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These Non GAAP financial measures are used by Shire’s management to make operating decisions because they facilitate internal comparisons of the Company’s performance to historical results and to competitors’ results. They should not be considered in isolation from, as substitutes for, or superior to financial measures prepared in accordance with US GAAP.
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The following items are excluded from these Non GAAP financial measures:
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Amortization and asset impairments:
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Intangible asset amortization and impairment charges; and
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Other than temporary impairment of investments.
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Acquisitions and integration activities:
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Upfront payments and milestones in respect of in-licensed and acquired products;
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Costs associated with acquisitions, including transaction costs, and fair value adjustments on contingent consideration and acquired inventory;
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Costs associated with the integration of companies; and
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Non-controlling interest in consolidated variable interest entities.
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Divestments, re-organizations and discontinued operations:
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Gains and losses on the sale of non-core assets;
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Costs associated with restructuring and re-organization activities;
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Termination costs; and
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Income / (losses) from discontinued operations.
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Legal and litigation costs:
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Net legal costs related to the settlement of litigation, government investigations and other disputes (excluding internal legal team costs).
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A reconciliation of these Non GAAP financial measures to the most directly comparable measure under US GAAP can be found within the Investor’s section on Shire’s website at www.shire.com.
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