BASINGSTOKE, England and PHILADELPHIA, Pennsylvania, May 22 /PRNewswire-FirstCall/ -- Shire plc (LSE: SHP)(NASDAQ: SHPGY), the global specialty biopharmaceutical company, announces that the High Court approved the scheme of arrangement between Shire plc and its ordinary shareholders at a hearing today. The scheme, which becomes effective on 23 May 2008, results in the UK listed, Jersey incorporated Shire Limited (LSE: SHP, NASDAQ: SHPGY) becoming the new holding company for the group.
Under the terms of the scheme, ordinary shareholders will receive one Shire Limited ordinary share for each Shire plc ordinary share they hold at 5.30 p.m. (GMT) on 22 May 2008.
The Shire Limited ordinary shares of 5 pence each will be admitted to the Official List and to trading on the London Stock Exchange's market for listed securities at 8.00 a.m. (GMT) on 23 May 2008. The listing of the existing ordinary shares of Shire plc will be cancelled by 8.00 a.m. (GMT) on 23 May 2008.
In conjunction with the scheme, Shire plc's American Depositary Shares ("ADSs") will be replaced by Shire Limited's ADSs on a one-for-one basis, each Shire Limited ADS representing three ordinary shares in Shire Limited. Dealings in Shire Limited ADSs on NASDAQ will commence at 9:30 a.m. (EST) on 23 May 2008.
Immediately prior to the scheme becoming effective, Shire Limited will be substituted in place of Shire plc as principal obligor under the U.S.$1,100,000,000 2.75 per cent. Convertible Bonds due 2014 originally issued by Shire plc (and the terms and conditions of such bonds will be amended).
Notes to Editors
Shire's strategic goal is to become the leading specialty biopharmaceutical company that focuses on meeting the needs of the specialist physician. Shire focuses its business on attention deficit and hyperactivity disorder (ADHD), human genetic therapies (HGT), gastrointestinal (GI) and renal diseases. The structure is sufficiently flexible to allow Shire to target new therapeutic areas to the extent opportunities arise through acquisitions. Shire's in-licensing, merger and acquisition efforts are focused on products in niche markets with strong intellectual property protection either in the US or Europe. Shire believes that a carefully selected portfolio of products with strategically aligned and relatively small-scale sales forces will deliver strong results.
For further information on Shire, please visit the Company's website: http://www.shire.com.
This announcement does not constitute an offer or invitation to purchase securities.
Terms used but not defined herein have the meanings given to them in the Circular and the Prospectus.
Morgan Stanley & Co International plc is acting for Shire and Shire Limited and no one else in connection with the Proposals and will not be responsible to anyone other than Shire and Shire Limited for the protections afforded to its clients or for providing advice in relation to the Proposals or the content of this announcement.
This announcement does not constitute an invitation or offer to sell or the solicitation of an invitation or offer to buy any security. None of the securities referred to in this announcement shall be sold, issued, exchanged or transferred in any jurisdiction in contravention of applicable laws.
Notice to United States Residents
This announcement is not an offer of securities in the United States.
The Shire Limited ordinary shares to be issued in connection with the Proposals will not be, and are not required to be, registered with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(10) thereof.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Statements included herein that are not historical facts are forward-looking statements. Such forward-looking statements involve a number of risks and uncertainties and are subject to change at any time. In the event such risks or uncertainties materialize, Shire's results could be materially affected. The risks and uncertainties include, but are not limited to, risks associated with: the inherent uncertainty of pharmaceutical research, product development including, but not limited to the successful development of JUVISTA(R) (Human TGFBeta3) and veleglucerase alfa (GA-GCB); manufacturing and commercialization including, but not limited to, the establishment in the market of VYVANSE(TM) (lisdexamfetamine dimesylate) (Attention Deficit and Hyperactivity Disorder ("ADHD")); the impact of competitive products, including, but not limited to, the impact of those on Shire's ADHD franchise; patents, including but not limited to, legal challenges relating to Shire's ADHD franchise; government regulation and approval, including but not limited to the expected product approval date of INTUNIV(TM) (guanfacine extended release) (ADHD); Shire's ability to secure new products for commercialization and/or development; and other risks and uncertainties detailed from time to time in Shire plc's filings with the Securities and Exchange Commission, including Shire plc's Annual Report on Form 10-K for the year ended December 31, 2007.
|SOURCE Shire plc|
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