Shire recently issued the following announcement.
Shire announces revised proposal and extension of PUSU deadline to 8 May 2018
The Board of Shire (the “Board”) announced earlier today that it had received a further revised proposal from Takeda Pharmaceutical Company Limited (“Takeda”) regarding a possible offer for the Company.
The revised proposal comprises 0.839 new Takeda shares and US$30.33 in cash for each Shire ordinary share (the “Revised Proposal”).
Based on Takeda’s share price of ¥4,923 and the exchange rates of £:¥: of 1:151.51 and £:US$ of 1:1.3945 as at the close of business on 23 April 2018, the Revised Proposal implies an equivalent value of approximately £49 per Shire ordinary share comprising the equivalent of:
£27.26 in new Takeda shares; and
£21.75 in cash.
On this basis the Revised Proposal is equivalent to a value of approximately £46 billion for the entire issued and to be issued share capital of the Company. Shire shareholders would also be entitled to any dividends announced, declared, made or paid by Shire in the ordinary course prior to completion of the possible transaction.
At completion, Shire shareholders would own approximately 50 per cent. of the enlarged Takeda and the new Takeda shares will be listed in Japan and in the US through an ADR program.
The Board has indicated to Takeda that it would be willing to recommend the Revised Proposal to Shire shareholders subject to satisfactory resolution of the other terms of the possible offer, including completion of reciprocal due diligence by Shire on Takeda. Accordingly, the Board will engage in discussions with Takeda in relation to these terms.
The making of any firm offer by Takeda would be subject to the following matters:
agreement of certain other terms of the Revised Proposal;
satisfactory completion of a confirmatory due diligence review by Takeda;
the unanimous and unconditional recommendation of the Board of Shire; and
final approval by the Board of Takeda.
Takeda reserves the right to waive in whole or in part any of the pre-conditions to making a firm offer set out in this announcement.
With the consent of the Panel on Takeovers and Mergers (the “Takeover Panel”), the Board has agreed to an extension of the relevant deadline under Rule 2.6(c) of the Code until 5.00 p.m. (London time) on 8 May 2018 to enable the parties to conclude their ongoing discussions. This deadline may be extended further with the consent of the Takeover Panel, at Shire’s request, in accordance with Rule 2.6(c) of the Code.
Takeda reserves the following rights in respect of the Revised Proposal:
to make an offer for Shire at any time on less favourable terms or to vary the mix of consideration:
with the agreement or recommendation of the Board of Shire;
if a third party announces a firm intention to make an offer for Shire which, at the date Takeda announces a firm intention to make an offer for Shire, is valued at a lower price than contemplated by the terms of the Revised Proposal; or
following the announcement by Shire of a whitewash transaction pursuant to the Code; and
in the event that any dividend and/or other form of capital return or distribution is announced, declared, made or paid by Shire otherwise than in the ordinary course, to reduce any offer by the amount of such dividend and/or other form of capital return or distribution.
There can be no certainty that any firm offer for the Company will be made.
This announcement is made with 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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