Shire Successfully Completes Tender Offer for ViroPharma
DUBLIN, January 24, 2014
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and not withdrawn pursuant to the tender offer, representing approximately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validly tendered and not withdrawn have been accepted for payment.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.
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:
Eric Rojas, firstname.lastname@example.org , +1-781-482-0999
Sarah Elton-Farr, email@example.com , +44-1256-894157
Jessica Mann, firstname.lastname@example.org , +44-1256-894-280
Gwen Fisher, email@example.com , +1-484-595-9836
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