Shire Waives OFT Condition Relating to the Acquisition of ViroPharma Inc.
DUBLIN, January 15, 2014
DUBLIN, January 15, 2014 /PRNewswire/ --
Shire plc (LSE: SHP, NASDAQ: SHPG) announces that it has waived the Office of
Fair Trading (OFT) approval condition to the announced tender offer for all of
the outstanding shares of ViroPharma Incorporated (NASDAQ: VPHM).
As a result of the waiver, the transaction is no longer conditional on OFT
approval, and Shire expects to complete the tender offer on January 24, 2014
following the currently scheduled expiration time, subject to the satisfaction
of all of the remaining conditions to the tender offer. The waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) expired
on December 10, 2013.
The tender offer is scheduled to expire 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).
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,
Internal Medicine and Regenerative Medicine and we are developing treatments
for symptomatic conditions treated by specialist physicians in other targeted
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This announcement is for informational purposes only and does not constitute
an offer to purchase or a solicitation of an offer to sell ViroPharma common
stock. The offer to buy ViroPharma common stock is being made pursuant to a
tender offer statement (including the offer to purchase, letter of transmittal
and other related tender offer materials) filed by Shire Pharmaceutical
Holdings Ireland Limited (SPHIL) and a subsidiary of SPHIL with the U.S.
Securities and Exchange Commission (SEC) on November 25, 2013. In addition,
on November 25, 2013, ViroPharma filed with the SEC a
solicitation/recommendation statement on Schedule 14D-9 with respect to the
tender offer. Investors and security holders are urged to read both the
tender offer statement and the solicitation/recommendation statement as they
contain important information, including the terms and conditions of the
tender offer, that should be read carefully before any decision is made with
respect to the tender offer. Investors and security holders may obtain a free
copy of these materials and other documents filed by SPHIL and ViroPharma with
the SEC at the website maintained by the SEC at http://www.sec.gov/ . The
tender offer statement and related materials, and the
solicitation/recommendation statement, may also be obtained for free by
contacting the information agent for the offer, MacKenzie Partners, Inc., at
(212) 929-5500 or toll-free at (800) 322-2885.
Copies of these materials and any documentation relating to the tender offer
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from any jurisdiction where to do
so would be unlawful.
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
*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;
*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:
InvestorRelations EricRojas, firstname.lastname@example.org , +1-781-482-0999
SarahElton-Farr, email@example.com , +44-1256-894157
Media JessicaMann, firstname.lastname@example.org , +44-1256-894-280
GwenFisher, email@example.com ,+1-484-595-9836
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