DUBLIN, January 24, 2014 /PRNewswire/ --
Shire plc (LSE: SHP, NASDAQ: SHPG) announces the successful
completion of the tender offer for all of the outstanding shares of
ViroPharma (NASDAQ: VPHM). The tender offer expired at midnight,
New York City time, on
Thursday, January 23, 2014 (one
minute after 11:59 p.m., New York City time, on January 23, 2014), and was not extended.
As of midnight on January 23,
2014, approximately 53,745,956 common shares of ViroPharma
(excluding 3,597,087 common shares of ViroPharma 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validly tendered and not withdrawn pursuant to the tender offer,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 79.5% of the outstanding common shares
of ViroPharma. All shares that were validly tendered and not
withdrawn have been accepted for payment.
Later today, Shire expects to complete the merger of ViroPharma
with one of its subsidiaries, and, in connection with the merger,
all remaining common shares of ViroPharma (excluding shares held by
ViroPharma, Shire or certain of their respective subsidiaries or
holders who have properly demanded appraisal rights under
Delaware law) will be converted
into the right to receive $50 per
share in cash, the same price that was paid in the tender offer.
Following completion of the merger, ViroPharma will become a wholly
owned subsidiary of Shire and its shares will cease to be traded on
NASDAQ.
NOTES TO EDITORS
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 provide treatments in Neuroscience, Rare Diseases,
Gastrointestinal and Internal Medicine and we are developing
treatments for symptomatic conditions treated by specialist
physicians in other targeted therapeutic areas.
http://www.shire.com
FORWARD - LOOKING STATEMENTS
Statements included in this announcement that are not historical
facts are forward-looking statements. 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:
- Shire's proposed acquisition of ViroPharma may not be
consummated due to the occurrence of an event, change or other
circumstances that gives rise to the termination of the merger
agreement;
- a governmental or regulatory approval required for the proposed
acquisition of ViroPharma may not obtained, or may be obtained
subject to conditions that are not anticipated, or another
condition to the closing of the proposed acquisition may not be
satisfied;
- ViroPharma may be unable to retain and hire key personnel
and/or maintain its relationships with customers, suppliers and
other business partners pending the consummation of the proposed
acquisition by Shire, or ViroPharma's business may be disrupted by
the proposed acquisition, including increased costs and diversion
of management time and resources; and
- difficulties in integrating ViroPharma 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 or ViroPharma's filings with the U.S. Securities and
Exchange Commission, including their respective most recent Annual
Reports on Form 10-K.
For further information please contact:
Investor Relations:
Eric Rojas, erojas@shire.com,
+1-781-482-0999
Sarah Elton-Farr,
seltonfarr@shire.com, +44-1256-894157
Media:
Jessica Mann, jmann@shire.com,
+44-1256-894-280
Gwen Fisher, gfisher@shire.com,
+1-484-595-9836
