Shire issued the following announcement on April 19.
Shire notes the announcement made by Takeda. The Board of Shire (the “Board”) confirms that it has received three conditional proposals from Takeda regarding a possible offer for the Company, on 29 March 2018 (the “First Proposal”), 11 April 2018 (the “Second Proposal”) and 13 April 2018 (the “Third Proposal”).
The First Proposal comprised £28 per share in new Takeda shares, to be listed in Japan and in the US through an ADR listing, and £16 per share in cash, representing a potential value of £44 per share and approximately £41 billion for the total issued and to be issued share capital of the Company. Based on Takeda’s current market capitalisation, Shire shareholders would own approximately 50 per cent. of the enlarged Takeda.
Following a thorough review of the First Proposal with its advisers and a Board meeting on 8 April 2018, the Board unanimously rejected the First Proposal, concluding that it significantly undervalued the Company, its growth prospects and pipeline.
The Board has since received two further proposals:
the Second Proposal comprised £28.75 per share in new Takeda shares, to be listed in Japan and in the US through an ADR listing, and £16.75 per share in cash, representing a potential value of £45.50 per share, only a marginal increase to the First Proposal, and approximately £43 billion for the total issued and to be issued share capital of the Company. Based on Takeda’s current market capitalisation, Shire shareholders would own approximately 51 per cent. of the enlarged Takeda; and
the Third Proposal also comprised £28.75 per share in new Takeda shares, to be listed in Japan and in the US through an ADR listing, and £17.75 per share in cash, representing a potential value of £46.50 per share and approximately £44 billion for the total issued and to be issued share capital of the Company. Based on Takeda’s current market capitalisation, Shire shareholders would own approximately 51 per cent. of the enlarged Takeda.
The Board met again and thoroughly considered the Third Proposal with its advisers and unanimously rejected it, concluding that it continues to significantly undervalue the Company and Shire’s growth prospects and pipeline.
Following the Board meeting on 14 April 2018 which rejected the Third Proposal, at the Board’s request Shire’s advisers entered into a dialogue with Takeda’s advisers to discuss whether a further, more attractive, proposal may be forthcoming and to understand the basis on which such a proposal would be made.
The Board and management of Shire remain committed to enhancing shareholder value and are focused on fully evaluating internal and external opportunities to maximise value for shareholders, including any further proposals from Takeda.
This announcement is made without the consent of Takeda.
Enquiries
Shire plc
Christoph Brackmann (Investor Relations)+41 795 432 359
Sun Kim (Investor Relations)+1 617 588 8175
Katie Joyce (Media)+1 781 482 2779
Citigroup Global Markets Limited
Chris Hite+1 212 816 6000
Cary Kochman
Jan Skarbek+44 207 986 4000
Andrew Seaton (Corporate Broking)
Goldman Sachs International+44 20 7774 1000
Anthony Gutman
Robert King
Nick Harper
Morgan Stanley & Co. International plc+44 20 7425 8000
Clint Gartin
Philippe Gallone
David Kitterick
Peter Moorhouse (Corporate Broking)
Person responsible
Stephen Williams, Deputy Company Secretary, is responsible for arranging the release of this announcement on behalf of the Company.
Original source can be found here.
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