Shire plc

AbbVie Terminates Offer for Shire

DUBLIN, October 20, 2014 /PRNewswire/ --

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Break fee of $1.635bn Now Payable 

Independent Shire Positioned for Sustainable Growth 

• In light of the AbbVie Board's decision to change its recommendation and to advise its shareholders to vote against its Offer, Shire believes that there is now no realistic prospect of AbbVie completing its Offer
• The Board of Shire believes that it is in the best interests of its shareholders, employees and other stakeholders to resolve the situation as quickly as possible.  Accordingly it has agreed with AbbVie to terminate the Cooperation Agreement and Shire will not proceed with the Scheme
• The break fee of approximately $1.635 billion is now payable by AbbVie to Shire
• Shire is a well-positioned independent business with a focused growth strategy.  The business has maintained robust momentum throughout the offer period
• Shire's trading since the end of Q2 has remained strong. Shire's Q3 results will be announced on 24 October 2014

Susan Kilsby, Chairman of Shire, said:

"Shire has an exceptional track record of delivering value and growth.  This growth profile has been accelerated by our new management team executing a clear and focused strategy.  Importantly, we have maintained this momentum since July and made material progress across our business.  Whilst we are disappointed that the offer will not now complete, we continue to enjoy excellent prospects as we execute our plan to double Shire's product sales to $10 billion by 2020."    

On 16 October 2014, the Board of AbbVie confirmed that it had withdrawn its recommendation of its offer for Shire which was announced on 18 July 2014 (the "Offer") solely as a result of the anticipated impact of the US Treasury Notice on the benefits that AbbVie expected from its Offer. AbbVie has not provided any financial quantification of this impact.

AbbVie's Offer was conditional on the approval of its stockholders.  In light of the AbbVie Board's decision to change its recommendation and to advise its own shareholders to vote against its Offer, Shire believes that there is now no realistic prospect that this condition will be satisfied.  As a result, the Board of Shire believes that it is in the best interests of its shareholders, employees and other Shire stakeholders for the situation to be resolved as quickly as possible.