Shire Baxalta Merger Agreement

Shire plc (LSE: SHP, NASDAQ: SHPG) and Baxalta Incorporated (NYSE: BXLT) announced today that the boards of directors of the two companies have entered into an agreement under which Shire will merge with Baxalta. As part of the agreement, Baxalta shareholders will receive $US 18.00 and Shire ADS 0.1482 per Baxalta share. Based on Shire`s ADS closing price on January 8, 2016, this represents a total present value of $US 45.57 per Baxalta share, for a total underperformance of approximately $32 billion. The foreign exchange ratio is based on Shire`s weighted average ADS price on the 30-day trading day of $US 199.03 as of January 8, 2016, for a total value of $US 47.50 per Baxalta share. Both parties are convinced that tax concerns arise from the separation of Baxalta from Baxter International Inc BAX. N will not be a barrier to the transaction, but will wait for formal legal notice before signing their merger agreement, people added. Following the merger, the appointments of Baxalta board members Gail D. Fosler and Albert P.L. Stroucken took effect on Shire`s board of directors as non-executive directors, Shire said. Shire performed additional tax due diligence and, based on that due diligence, Shire and its tax advisor concluded that a merger with the proposed cash payment of $US 18 per Baxalta share would retain the tax-exempt status of baxalta`s spin-off from Baxter. Shire announced today that it has completed its $32 billion merger with Baxalta, creating the global leader in rare and other specialty diseases. Baxalta said the Shire merger termination fee was $369 million. The deal marks a strong start for healthcare M&As in 2016, after the industry last year had its biggest deal-making series in history, with a total of $673 billion in global deals, according to Thomson Reuters data.

The deal would come after Reuters first reported in December. 22 that Shire`s latest offer for Baxalta met Baxalta`s valuation expectations. This would be one of the largest mergers in the healthcare sector in 2016. The closing of the merger between Shire and Baxalta comes a week after shareholders of both companies voted to approve the deal. Shire and Baxalta announced their merger plans in January, with Shire saying it expected to achieve more than $500 million in cost reductions or “synergies” in the first 3 years after the deal closes. The revenue sales forecast in this announcement are in line with crs, which is at constant exchange rates, and reflect net sales for each product and key line extensions, currently identified as Phase III, Phase II and Phase I phase I as imported before the end of 2020. Baxalta shares fell more than 2 percent to 39.06 $US in midday trading. Shire shares closed more than 8% in London trading. Baxalta gives Shire a strong position in hemophilia treatments, although Roche`s investigational ACE910 antibody, which has achieved breakthrough status in the United States — due to potentially significant advances over current treatments — could face a serious challenge by the end of 2017 or 2018. . .