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Part I. 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 or regulations of such jurisdiction.
Date:7/18/2014

e Shares representing approximately 75 per cent. of the issued share capital of New AbbVie. 3.
Background to and reasons for the TransactionSince the autumn of 2013 AbbVie has conducted significant analysis of Shire's business, commercial products, R&D pipeline and financial performance, establishing the strong strategic rationale of the combination and compelling value represented by the Merger.

The AbbVie Board believes:

  • the combination of the two companies with leadership positions in specialty pharmaceuticals would create a global market leader with unique characteristics and a compelling investment thesis;
  • that the combined financial strength and R&D experience of the Combined Group will accelerate the ability of both companies to reach their full potential for shareholders and patients in need across the globe;
  • the combination would potentially accelerate growth and profitability of both companies, leveraging AbbVie's capabilities and infrastructure to make Shire's pipeline and products more successful than its standalone prospects;
  • the Transaction would result in incremental sustainable leadership positions within high value market segments of significant unmet need, including immunology, rare diseases, neuroscience, metabolic diseases and liver disease (HCV), as well as multiple emerging oncology programs;
  • Shire's platform has a strong complementary fit with AbbVie's existing specialty focus, including physician access relationships, regulatory and market access capabilities, and patient-centric focus. AbbVie's existing expertise and development capabilities across areas such as GI, neuroscience, and rare oncology indications, combined with AbbVie's resources and scale, could develop global franchises from Shire's platform; and
  • Shire could achieve immediate broader geographic penetration and scale by leveraging AbbVie's existing, well-established global infrastructure across mo
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  • SOURCE AbbVie Inc.
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