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De-listing and cancellation of trading of Shire Shares

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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

JANUARY 9, 2019

RECOMMENDED OFFER

for

SHIRE PLC

by

TAKEDA PHARMACEUTICAL COMPANY LIMITED

De-listing and cancellation of trading of Shire Shares

Further to the announcement made by Shire plc (“Shire”) on January 8, 2019, Shire today announces that, following an application by Shire, the UK Listing Authority has cancelled the listing of Shire Shares on the premium listing segment of the Official List and the London Stock Exchange has cancelled the trading of Shire Shares on the London Stock Exchange’s main market for listed securities, in each case with effect from 8.00 a.m. (London time) today, January 9, 2019. Trading of Shire ADSs has been suspended on NASDAQ and cancellation of the listing of Shire ADSs on NASDAQ is expected to take effect by 9.30 a.m. (New York time) today, January 9, 2019.

Unless otherwise defined, all capitalised terms in this announcement (the “Announcement”) shall have the meaning given to them in the scheme document published on November 12, 2018 in relation to the recommended cash and share offer by Takeda Pharmaceutical Company Limited (“Takeda”) for the entire issued and to be issued share capital of Shire (the “Scheme Document”), effected by means of a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 (as amended). 

 Enquiries:

Shire

Christoph Brackmann (Investor Relations)

christoph.brackmann@shire.com

+41 41 288 41 29

Scott Burrows (Investor Relations)

scott.burrows@shire.com

+41 41 288 41 95

Sun Kim (Investor Relations)

sun.kim@shire.com

+1 617 588 8175

Katie Joyce (Media)

kjoyce@shire.com

+1 781 482 2779

 
Citigroup Global Markets Limited

(joint financial adviser to Shire)

(US) Chris Hite 

+1 212 816 6000

Cary Kochman 

(UK) Jan Skarbek 

Andrew Seaton (Corporate Broking)

+44 207 986 4000

 
Goldman Sachs International

(joint financial adviser to Shire)

Anthony Gutman

Robert King

Nick Harper

+44 207 774 1000
Morgan Stanley & Co. International plc

(joint financial adviser to Shire)

Clint Gartin

Philippe Gallone

David Kitterick

Peter Moorhouse (Corporate Broking)

+44 207 425 8000

 
FTI Consulting

(communications support to Shire)

Ben Atwell

Brett Pollard

+44 (0) 203 727 1000

 
 
Takeda

Elissa Johnsen (Media – outside of Japan)

elissa.johnsen@takeda.com

+1 224 554 3185

Kazumi Kobayashi (Media – within Japan)

Kazumi.kobayashi@takeda.com

+81 3 3278 2095

Tsuyoshi Tada (Media – within Japan)

tsuyoshi.tada@takeda.com

+81 3 3278 2417

Takashi Okubo (Investor Relations)

takeda.ir.contact@takeda.com

+81 3 3278 2306

 
Evercore

(joint financial adviser to Takeda)

(US) Will Hiltz

John Honts

+1 212 857 3100

(UK) Julian Oakley

+44 207 653 6000
J.P. Morgan Cazenove

(joint financial adviser to Takeda)

Michele Colocci

Dwayne Lysaght

James Mitford

James Robinson

+44 207 742 4000

 
Nomura

(joint financial adviser to Takeda)

Akira Kiyota

Paolo Cicchine

Andrew McNaught

Oliver Tucker

+44 207 102 1000
Finsbury

(communications support to Takeda)

(UK) James Murgatroyd / Rollo Head / Anjali Unnikrishnan

+44 207 251 3801

(US) Kal Goldberg / Chris Ryall

+1 646 805 2000
 

Further Information

This Announcement is provided for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor will there be any sale, issuance, exchange or transfer of securities of Shire or Takeda pursuant to the Acquisition or otherwise in any jurisdiction in contravention of applicable law.

Restricted Jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and Jersey may be restricted by law and therefore any persons into whose possession this Announcement comes who are subject to the laws of any jurisdiction other than the United Kingdom and Jersey should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom or Jersey to vote their Shire Shares with respect to the Scheme at the Court Meeting, to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf or to hold or vote Takeda Shares may be affected by the laws of the relevant jurisdiction in which they are located. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person.

This Announcement has been prepared for the purpose of complying with Jersey law, the Takeover Code, the Market Abuse Regulation and the Disclosure and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of jurisdictions outside Jersey.

Further details in relation to Shire Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom and Jersey is contained in the Scheme Document.

No profit forecasts or estimates

Unless expressly stated otherwise, nothing in this Announcement (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Takeda or Shire, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Takeda or Shire, as appropriate.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under Financial Services (Jersey) Law 1998  (as amended) if you are resident in Jersey, the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

SHIRE LEI: 54930005LQRLI2UXRQ59

Wednesday, January 9, 2019 - 03:09