Shire Completes Acquisition of Dyax
Lexington, Mass. - January 22, 2016 - Shire plc (LSE: SHP, NASDAQ: SHPG) today
announced that it has completed its acquisition of Dyax Corp. (NASDAQ: DYAX) in
an all-cash transaction valued at approximately $5.9 billion, comprised of
$37.30 in cash per Dyax share. Dyax shareholders may receive additional value
through a non-tradable contingent value right (CVR) that will pay $4.00 in cash
per Dyax share upon approval of DX-2930 for HAE, representing a potential
additional $646 million in aggregate contingent consideration.
Shire's Chief Executive Officer, Flemming Ornskov, MD, MPH, commented:
"We are excited to complete the acquisition of Dyax and look forward to working
alongside their very talented and committed team to address significant unmet
patient need around the world. The addition of Kalbitor and DX-2930 to our
portfolio strengthens our leadership position in HAE and, along with the
commercial and research and development expertise at Dyax, is a clear strategic
fit for us that advances our position as the global leader in rare diseases. We
are confident that our patients, particularly those with HAE, will be served
for many years to come."
For further information please contact:
Investor Relations
Matt Osborne mattosborne@shire.com +1 781 482 9502
Sarah Elton-Farr seltonfarr@shire.com +44 1256 894157
Media
Michele Galen mgalen@shire.com +1 781 482-1867
NOTES TO EDITORS
About Shire
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 are developing treatments for
symptomatic conditions treated by specialist physicians in other targeted
therapeutic areas, such as Ophthalmics.
www.shire.com
Forward-Looking Statements
Statements included herein that are not historical facts, including without
limitation statements concerning our proposed business combination with Baxalta
Incorporated ("Baxalta") and the timing and financial and strategic benefits
thereof, our 20x20 ambition that targets $20 billion in combined product sales
by 2020, as well as other targets for future financial results, capital
structure, performance and sustainability of the combined company, the combined
company's future strategy, plans, objectives, expectations and intentions, the
anticipated timing of clinical trials and approvals for, and the commercial
potential of, inline or pipeline products 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, the following:
* the proposed combination with Baxalta may not be completed due to a failure
to satisfy certain closing conditions, including any shareholder or
regulatory approvals or the receipt of applicable tax opinions;
* the businesses may not be integrated successfully, such integration may be
more difficult, time-consuming or costly than expected, or the expected
benefits of the transaction may not be realized;
* disruption from the proposed transaction may make it more difficult to
conduct business as usual or maintain relationships with patients,
physicians, employees or suppliers;
* the combined company may not achieve some or all of the anticipated
benefits of Baxalta's spin-off from Baxter International, Inc. ("Baxter")
and the proposed transaction may have an adverse impact on Baxalta's
existing arrangements with Baxter, including those related to transition,
manufacturing and supply services and tax matters;
* the failure to achieve the strategic objectives with respect to the
proposed combination with Baxalta may adversely affect the combined
company's financial condition and results of operations;
* products and product candidates may not achieve commercial success;
* product sales from ADDERALL XR and INTUNIV are subject to generic
competition;
* the failure to obtain and maintain reimbursement, or an adequate level of
reimbursement, by third-party payers in a timely manner for the combined
company's products may affect future revenues, financial condition and
results of operations, particularly if there is pressure on pricing of
products to treat rare diseases;
* supply chain or manufacturing disruptions may result in declines in revenue
for affected products and commercial traction from competitors; regulatory
actions associated with product approvals or changes to manufacturing
sites, ingredients or manufacturing processes could lead to significant
delays, an increase in operating costs, lost product sales, an interruption
of research activities or the delay of new product launches;
* the successful development of products in various stages of research and
development is highly uncertain and requires significant expenditures and
time, and there is no guarantee that these products will receive regulatory
approval;
* the actions of certain customers could affect the combined company's
ability to sell or market products profitably, and fluctuations in buying
or distribution patterns by such customers can adversely affect the
combined company's revenues, financial condition or results of operations;
* investigations or enforcement action by regulatory authorities or law
enforcement agencies relating to the combined company's activities in the
highly regulated markets in which it operates may result in significant
legal costs and the payment of substantial compensation or fines;
* adverse outcomes in legal matters and other disputes, including the
combined company's ability to enforce and defend patents and other
intellectual property rights required for its business, could have a
material adverse effect on the combined company's revenues, financial
condition or results of operations;
* Shire is undergoing a corporate reorganization and was the subject of an
unsuccessful acquisition proposal and the consequent uncertainty could
adversely affect the combined company's ability to attract and/or retain
the highly skilled personnel needed to meet its strategic objectives;
* failure to achieve the strategic objectives with respect to Shire's
acquisition of NPS Pharmaceuticals Inc. or Dyax Corp. ("Dyax") may
adversely affect the combined company's financial condition and results of
operations;
* the combined company will be dependent on information technology and its
systems and infrastructure face certain risks, including from service
disruptions, the loss of sensitive or confidential information,
cyber-attacks and other security breaches or data leakages that could have
a material adverse effect on the combined company's revenues, financial
condition or results of operations;
* the combined company may be unable to retain and hire key personnel and/or
maintain its relationships with customers, suppliers and other business
partners;
* difficulties in integrating Dyax or Baxalta into Shire may lead to the
combined company not being able to realize the expected operating
efficiencies, cost savings, revenue enhancements, synergies or other
benefits at the time anticipated or at all; and
other risks and uncertainties detailed from time to time in Shire's,
Dyax's or Baxalta's filings with the Securities and Exchange Commission
("SEC"), including those risks outlined in Baxalta's current Registration
Statement on Form S-1, as amended, and in "Item 1A: Risk Factors" in
Shire's Annual Report on Form 10-K for the year ended December 31, 2014.
All forward-looking statements attributable to us or any person acting on
our behalf are expressly qualified in their entirety by this cautionary
statement. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof. Except to
the extent otherwise required by applicable law, we do not undertake any
obligation to republish revised forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence
of unanticipated events.