Shire plc (LSE: SHP, NASDAQ: SHPGY), the global specialty biopharmaceutical company, today announced the commencement of the tender offer by its subsidiary Shire Holdings Luxembourg S.à.r.l. to acquire all outstanding shares and warrants of Movetis NV. Shire announced on 3 August 2010 that it would launch a voluntary public takeover offer for all of the shares in Movetis. The board of directors of Movetis has issued a memorandum recommending that the security holders of Movetis accept Shire’s tender offer.
The acceptance period for the tender offer opens on September 6, 2010 and is scheduled to close on September 27, 2010 at 4 p.m. (Central European Time). The results of the tender offer will be published no later than October 4, 2010 and if the offer is successful, settlement will take place no later than October 18, 2010. Shire has offered €19 in cash for each share, €2,67 EUR for each Warrant 2006, €2,67 EUR for each Warrant 2007, €2,61 EUR for each Warrant 2008 (1), €2,48 EUR for each Warrant 2008 (2) and €2,27 EUR for each Warrant 2009.
Shire has entered into agreements with institutional shareholders in which they have unconditionally committed 38.9% of Movetis’ existing ordinary share capital to the offer. Additionally, a shareholder controlling a further 5.9% of Movetis’ existing ordinary share capital has entered into an agreement to tender its shares to the offer; this commitment will lapse if a counter-offer is made.
The prospectus relating to the tender offer and the Movetis board memorandum recommending that shareholders accept the offer were approved by the Belgian regulator, the Commission bancaire, financière et des assurances (“CBFA”), on August 30, 2010. Additional details regarding the offer and related acceptance procedures are described in the prospectus related to the offer.
The prospectus will be made available during the acceptance period at no cost at the counters of the Receiving and Paying Agents in Belgium The Royal Bank of Scotland N.V. or by phone (+3120/4643707), KBC Securities NV, KBC Bank NV, CBC Banque SA or by phone 03/283 29 70 (KBC telecenter) or 0800/92 020 (CBC Banque). An electronic version of the prospectus is available on the following websites: www.kbcsecurities.be, www.kbc.be, www.cbcbanque.be and www.shire.com.
With the exception of the CBFA, no governmental or other authority in any other jurisdiction has approved the prospectus, the tender offer or any possible squeeze-out. The tender offer is made only in Belgium. Neither this announcement nor the prospectus constitutes an offer to buy or to sell, or a solicitation to any person in any jurisdiction to buy or sell, any security where such an offering or solicitation is not permitted or is unlawful. No action has or will be taken outside Belgium to enable a public offer in any jurisdiction where action would be required for that purpose. Neither the prospectus, nor the acceptance forms or exercise form, or other information relevant to the tender offer in Belgium may be supplied to the public in any jurisdiction outside Belgium where a registration or other obligation may be required with regard to a public offer to buy or sell securities. Any failure to comply with these restrictions may constitute a violation of applicable financial laws and regulations in other jurisdictions. Shire explicitly declines any liability for breach of these restrictions by any person.
For further information please contact:
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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 hyperactivity disorder (ADHD), human genetic therapies (HGT) and gastrointestinal (GI) diseases as well as opportunities in other therapeutic areas to the extent they arise through acquisitions. Shire’s in-licensing, merger and acquisition efforts are focused on products in specialist markets with strong intellectual property protection and global rights. Shire believes that a carefully selected and balanced 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: www.shire.com.
"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, the Company’s results could be materially adversely affected. The risks and uncertainties include, but are not limited to, risks associated with: the inherent uncertainty of research, development, approval, reimbursement, manufacturing and commercialization of the Company’s Specialty Pharmaceutical and Human Genetic Therapies products, as well as the ability to secure and integrate new products for commercialization and/or development; government regulation of the Company’s products; the Company’s ability to manufacture its products in sufficient quantities to meet demand; the impact of competitive therapies on the Company’s products; the Company’s ability to register, maintain and enforce patents and other intellectual property rights relating to its products; the Company’s ability to obtain and maintain government and other third-party reimbursement for its products; and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission.