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Irish Drugmaker Shire Closes USD 32bn Acquisition of Rare Disease Specialist Baxalta.

MANews-(C)2009-2016

6 June 2016 - The boards of Irish drugmaker Shire plc (LSE: SHP) (NASDAQ: SHPG) has closed its acquisition of US-based rare disease treatment specialist Baxalta Inc. (NYSE: BXLT), the company said.

Under the agreement, Baxalta shareholders received USD 18.00 in cash and 0.1482 Shire ADS per Baxalta share.

Based on Shire's closing ADS price on January 8, 2016, this implies a total current value of USD 45.57 per Baxalta share, representing an aggregate consideration of approximately USD 32bn.

The exchange ratio is based on Shire's 30-day trading day volume weighted average ADS price of USD 199.03 as of January 8, 2016, which implies a total value of USD 47.50 per Baxalta share.

Shire said that the value of the offer, as of the company's 8 January 2016 closing ADS price, represents a premium of approximately 37.5% to Baxalta's unaffected share price on 3 August 2015, the day prior to the public announcement of Shire's initial offer for Baxalta.

This will provide Baxalta shareholders with approximately 34% ownership in the combined company. The parties expect the transaction to close mid-2016.

The companies said that the combination of Baxalta and Shire will create the number one rare diseases platform in revenue and pipeline depth.

It will have products in hematology, immunology, neuroscience, lysosomal storage diseases, gastrointestinal / endocrine and hereditary angioedema.

The combined company will also possess a growing franchise in oncology, with approved products and innovative compounds in development, as well as a robust late-stage ophthalmics pipeline.

Its combined portfolio will have an expanded range of therapeutic areas with more than 60 programmes in development, including over 50 that will address rare diseases and the newly-approved Baxalta products Adynovate, Vonvendi and Obizur.

Shire anticipates more than 30 recent and planned product launches from the combined pipeline, contributing approximately USD 5bn in annual revenues by 2020.

Evercore, Morgan Stanley, Barclays and Deutsche Bank are acting as financial advisors to Shire. Goldman Sachs and Citi are acting as financial advisors to Baxalta. Ropes and Gray, Cravath, Swaine, and Moorea[euro]Z and Slaughter and May are acting as legal advisors to Shire. Kirkland and Ellis is acting as transaction counsel and Jones Day is acting as regulatory counsel to Baxalta.

a[euro]ZMorgan Stanley and Barclays are also providing financing for the transaction.

Country: USA

Sector: Pharmaceuticals

Target: Baxalta Inc

Buyer: Shire plc

Vendor:

Deal size in USD: 32bn

Type: Corporate Acquisition

Financing: Cash and Stock

Status: Closed

Buyer advisor: Evercore , Morgan Stanley , Deutsche Bank , Ropes and Gray , Cravath, Swaine, and Moorea[euro]Z , Slaughter and May a[euro]Z

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Publication:M & A Navigator
Date:Jun 6, 2016
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