Shire plc (LSE: SHP, NASDAQ: SHPG) announces the successful completion of the tender offer for all of the outstanding shares of NPS Pharmaceuticals, Inc. (NASDAQ: NPSP) and the subsequent acquisition of NPS Pharma
The tender offer expired at 12:00 midnight, New York City time, at the end of Friday, February 20, 2015, and was not extended. As of the expiration of the tender offer, a total of approximately 88,869,118 common shares of NPS Pharma (excluding 7,599,694 common shares of NPS Pharma guaranteed to be delivered within the next three NASDAQ trading days) had been validly tendered and not withdrawn pursuant to the tender offer, representing approximately 81.7% of the outstanding common shares of NPS Pharma. All shares that were validly tendered and not withdrawn pursuant to the tender offer were accepted for payment today.
After the acceptance of shares that were validly tendered and not withdrawn pursuant to the tender offer, Shire completed the acquisition of NPS Pharma today through a merger of one of Shire's subsidiaries with and into NPS Pharma. In connection with the merger, all common shares of NPS Pharma that were not accepted for payment in the tender offer (excluding any shares held by NPS Pharma as treasury stock (other than any shares held in an NPS Pharma benefit plan) and any shares with respect to which the holders have properly demanded appraisal rights in accordance with Delaware law) were converted into the right to receive $46.00 per share in cash, without interest and less any applicable withholding taxes, the same price that will be paid for shares accepted for payment in the tender offer. Following completion of the merger, NPS Pharma became a wholly owned subsidiary of Shire and NPS Pharma’s shares ceased to be traded on NASDAQ.
Shire’s Chief Executive Officer, Flemming Ornskov, MD, MPH, commented:
“We are delighted to have completed the acquisition of NPS Pharma, and look forward to working with their talented employees to transform the lives of patients with rare diseases and specialty conditions.
Shire’s global strength and expertise in both rare diseases and GI medicines, coupled with NPS Pharma’s rare disease capabilities, and our shared deep commitment to serving the needs of patients, make this an excellent strategic fit. Together, we aim to provide more patients and their families around the world with much needed medicines and enhanced support services.”
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Shire enables people with life-altering conditions to lead better lives.
Our strategy is to focus on developing and marketing innovative specialty medicines to meet significant unmet patient needs.
We focus on providing treatments in Rare Diseases, Neuroscience, Gastrointestinal and Internal Medicine and we are developing treatments for symptomatic conditions treated by specialist physicians in other targeted therapeutic areas, such as Ophthalmics.
Statements included in this announcement 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 adversely affected. The risks and uncertainties include, but are not limited to, that:
and other risks and uncertainties detailed from time to time in Shire’s filings with the US Securities and Exchange Commission, including its most recent Annual Report on Form 10-K.
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