SHIRE PLC ASSIGNED INVESTMENT GRADE CREDIT RATINGS BY MOODY'S AND S&P
Dublin, Ireland - January 28, 2016 - Shire plc (LSE: SHP, NASDAQ: SHPG)
announces today that it has been assigned investment grade credit ratings by
the world's two leading credit rating agencies, Moody's Investor Service and
Standard & Poor's. Both long-term credit ratings, Baa3 and BBB-, respectively,
have 'stable' outlooks.
The public credit ratings announced today, the first in the company's 30 year
history, provide Shire with access to a wide range of funding sources.
Jeff Poulton, Shire's CFO, commented "The financing of our combination with
Baxalta was structured with the intention of maintaining investment grade
ratings for the combined entity. We are delighted that by assigning Shire an
investment grade rating, the agencies have recognised our strong business
profile enhanced by the pending acquisition of Baxalta."
For further information please contact:
Investor Relations
Matt Osborne mattosborne@shire.com + 1 781 482 9502
Sarah Elton-Farr seltonfarr@shire.com +44 1256 894157
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 focus on providing treatments in Rare Diseases, Neuroscience,
Gastrointestinal and Internal Medicine and we are developing treatments for
symptomatic conditions treated by specialist physicians in other targeted
therapeutic areas, such as Ophthalmics.
www.shire.com
Forward-Looking Statements
Statements included herein that are not historical facts, including without
limitation statements concerning our proposed business combination with Baxalta
Incorporated ("Baxalta") and the timing and financial and strategic benefits
thereof, our 20x20 ambition that targets $20 billion in combined product sales
by 2020, as well as other targets for future financial results, capital
structure, performance and sustainability of the combined company, the combined
company's future strategy, plans, objectives, expectations and intentions, the
anticipated timing of clinical trials and approvals for, and the commercial
potential of, inline or pipeline products are forward-looking statements. Such
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, the following:
* the proposed combination with Baxalta may not be completed due to a failure
to satisfy certain closing conditions, including any shareholder or
regulatory approvals or the receipt of applicable tax opinions;
* disruption from the proposed transaction with Baxalta may make it more
difficult to conduct business as usual or maintain relationships with
patients, physicians, employees or suppliers;
* the combined company may not achieve some or all of the anticipated
benefits of Baxalta's spin-off from Baxter International, Inc. ("Baxter")
and the proposed transaction may have an adverse impact on Baxalta's
existing arrangements with Baxter, including those related to transition,
manufacturing and supply services and tax matters;
* the failure to achieve the strategic objectives with respect to the
proposed combination with Baxalta may adversely affect the combined
company's financial condition and results of operations;
* products and product candidates may not achieve commercial success;
* product sales from ADDERALL XR and INTUNIV are subject to generic
competition;
* the failure to obtain and maintain reimbursement, or an adequate level of
reimbursement, by third-party payers in a timely manner for the combined
company's products may affect future revenues, financial condition and
results of operations, particularly if there is pressure on pricing of
products to treat rare diseases;
* supply chain or manufacturing disruptions may result in declines in revenue
for affected products and commercial traction from competitors; regulatory
actions associated with product approvals or changes to manufacturing
sites, ingredients or manufacturing processes could lead to significant
delays, an increase in operating costs, lost product sales, an interruption
of research activities or the delay of new product launches;
* the successful development of products in various stages of research and
development is highly uncertain and requires significant expenditures and
time, and there is no guarantee that these products will receive regulatory
approval;
* the actions of certain customers could affect the combined company's
ability to sell or market products profitably, and fluctuations in buying
or distribution patterns by such customers can adversely affect the
combined company's revenues, financial condition or results of operations;
* investigations or enforcement action by regulatory authorities or law
enforcement agencies relating to the combined company's activities in the
highly regulated markets in which it operates may result in significant
legal costs and the payment of substantial compensation or fines;
* adverse outcomes in legal matters and other disputes, including the
combined company's ability to enforce and defend patents and other
intellectual property rights required for its business, could have a
material adverse effect on the combined company's revenues, financial
condition or results of operations;
* Shire is undergoing a corporate reorganization and was the subject of an
unsuccessful acquisition proposal and the consequent uncertainty could
adversely affect the combined company's ability to attract and/or retain
the highly skilled personnel needed to meet its strategic objectives;
* failure to achieve the strategic objectives with respect to Shire's
acquisition of NPS Pharmaceuticals Inc. or Dyax Corp. ("Dyax") may
adversely affect the combined company's financial condition and results of
operations;
* the combined company will be dependent on information technology and its
systems and infrastructure face certain risks, including from service
disruptions, the loss of sensitive or confidential information,
cyber-attacks and other security breaches or data leakages that could have
a material adverse effect on the combined company's revenues, financial
condition or results of operations;
* the combined company may be unable to retain and hire key personnel and/or
maintain its relationships with customers, suppliers and other business
partners;
* difficulties in integrating Dyax or Baxalta 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,
Dyax's or Baxalta's filings with the Securities and Exchange Commission
("SEC"), including those risks outlined in Baxalta's current Registration
Statement on Form S-1, as amended, and in "Item 1A: Risk Factors" in
Shire's Annual Report on Form 10-K for the year ended December 31, 2014.
All forward-looking statements attributable to us or any person acting on
our behalf are expressly qualified in their entirety by this cautionary
statement. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof. Except to
the extent otherwise required by applicable law, we do not undertake any
obligation to republish revised forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence
of unanticipated events.
Additional Information
This communication does not constitute an offer to buy or solicitation of any
offer to sell securities or a solicitation of any vote or approval. It does not
constitute a prospectus or prospectus equivalent document. This communication
relates to the proposed business combination between Shire and Baxalta. The
proposed combination will be submitted to Shire's and Baxalta's shareholders
for their consideration and approval. In connection with the proposed
combination, Shire and Baxalta will file relevant materials with (i) the SEC,
including a Shire registration statement on Form S-4 that will include a proxy
statement of Baxalta and a prospectus of Shire, and (ii) the Financial Conduct
Authority (FCA) in the UK, including a prospectus relating to Shire ordinary
shares to be issued in connection with the proposed combination and a circular
to the shareholders of Shire. Baxalta will mail the proxy statement/prospectus
to its shareholders and Shire will mail the circular to its shareholders. This
communication is not a substitute for the registration statement, proxy
statement/prospectus, UK prospectus, circular or other document(s) that Shire
and/or Baxalta may file with the SEC or the FCA in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF SHIRE AND BAXALTA ARE URGED TO
READ CAREFULLY THE REGISTRATION STATEMENT,PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC AND THE UK PROSPECTUS AND CIRCULAR WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SHIRE,
BAXALTA AND THE PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of these documents (when they are available) and other related
documents filed with the SEC at the SEC's web site at www.sec.gov. Investors
may request copies of the documents filed with the SEC by Shire by directing a
request to Shire's Investor Relations department at Shire plc, Attention:
Investor Relations, 300 Shire Way, Lexington, MA 02421 or to Shire's Investor
Relations department at +1 484 595 2220 in the U.S. and +44 1256 894157 in the
UK or by email to investorrelations@shire.com. Investors may request copies of
the documents filed with the SEC by Baxalta by directing a request to Mary Kay
Ladone at mary.kayklandone@baxalta.com or (224) 948-3371.
The statements in this communication are Shire's statements and not those of
Baxalta or any third party.
Certain Information Regarding Participants
Shire, Baxalta and their respective directors and executive officers may be
deemed participants in the solicitation of proxies in connection with the
proposed transaction. You can find information about Shire's directors and
executive officers in Shire's Annual Report on Form 10-K for the year
ended December 31, 2014, which was filed with the SEC on February 24, 2015. You
can find information about Baxalta's directors and executive officers
in Baxalta's registration statement on Form S-1, which was filed with
the SEC on September 1, 2015.Additional information regarding the special
interests of these directors and executive officers in the proposed transaction
will be included in the registration statement, proxy statement/prospectus or
other documents filed with the SEC if any when they become available. You may
obtain these documents (when they become available) free of charge at
the SEC's web site at www.sec.gov and from Investor Relations at Shire or
Baxalta as described above.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.