Based on AbbVie's closing share price of $54.03 (and an exchange rate of $1.00:GBP0.5982) on May 29, 2014, the latest practicable date before the Proposal was made, and assuming one New AbbVie Share is issued for each existing AbbVie share in the simultaneous AbbVie holding company restructuring described in this announcement.
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14 Based on AbbVie's closing share price of $53.59 (and an exchange rate of $1.00:GBP0.5887) on June 24, 2014, the latest practicable date before this announcement.
-- Achievable transaction structure - AbbVie has thoroughly assessed the tax and structuring aspects of this transaction in detail and is confident regarding its ability to successfully execute the transaction. AbbVie believes the proposed transaction is highly executable.
Commentary from AbbVie Chairman and CEO Richard Gonzalez:
"AbbVie has delivered compelling growth and built a leading, independent biopharmaceutical company, delivering a 64(15) percent total return to shareholders since our inception. Our strategy positions us to deliver strong performance with a robust late-stage pipeline of multiple potential blockbuster medicines, including in oncology, our HCV regimen and daclizumab for multiple sclerosis."
"AbbVie's proven management team has delivered outstanding commercial execution, creating leadership positions for our products. This same team has a strong track record of successful M&A, licensing and integration of assets into our business, accelerating their success."
"This combination would give us the opportunity to maximize the potential of Shire's rare disease and neuroscience franchises through our complementary platform, with established presence in more than 170 countries across the globe, and is further enhanced by the strength of our R&D in areas of high unmet need, and our commercial and manufacturing capabilities. We believe this highly executable proposed transaction will build long-term value for the patients, employees and shareholders served by both companies, and will grow our combined product portfolios and pipelines and deliver superior returns to shareholders."
Next steps
AbbVie is willing to move quickly and cooperatively to engage with Shire with a view to achieving a transaction for the benefit of all shareholders.
Key conditions
The making of any firm offer by AbbVie is subject to pre-conditions (which may be waived in whole or in part by AbbVie):
-- The satisfactory completion of confirmatory due diligence on the business and prospects of Shire;
-- The directors of Shire having provided a unanimous and unqualified recommendation of the Proposal; and
-- AbbVie having received irrevocable undertakings from all of the directors of Shire in their capacity as shareholders (and any person connected to them) to accept the Proposal.
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15 Total shareholder return calculated from opening price on January 2, 2013 (first day of trading for AbbVie subsequent to spin-off from Abbott Laboratories) to closing price on June 19, 2014 (last practical trading day prior to the commencement of the offer period); includes reinvestment of dividends paid over this time period.
The completion of the Proposal would be subject to the approval of AbbVie shareholders and regulatory approvals, amongst others.
AbbVie reserves the right to introduce other forms of consideration and/or vary the mix of consideration. AbbVie also reserves the right to make an offer at any time for less than the equivalent of GBP46.26 for each Shire share:
-- With the agreement or recommendation of the Shire Board;
-- If a third party announces a firm intention to make an offer for Shire which, as at the date AbbVie announces a firm intention to make an offer for Shire, is valued at a lower price than the equivalent of GBP46.26 for each Shire share; or
-- Following the announcement by Shire of a whitewash transaction pursuant to the Code.
Appendix A
The Proposal of GBP46.26(16) represents the following compelling premia:(17)
-- A premium of 58 percent to Shire's closing share price on April 17, 2014 of GBP29.25 (the last trading day prior to the emergence of market consolidation rumors amid speculation that Pfizer had approached AstraZeneca regarding a potential transaction);
-- A premium of 33 percent to Shire's closing share price on May 2, 2014 of GBP34.67 (the last trading date prior to our initial proposal);
-- A premium of 53 percent to Shire's 30-day VWAP of GBP30.25 prior to the undisturbed date of April 17, 2014;
-- A premium of 62 percent to Shire's 180-day VWAP of GBP28.51 prior to the undisturbed date of April 17, 2014;
-- A premium of 35 percent to Shire's closing share price on March 4, 2014 of GBP34.39 (Shire's 52-week / all-time high prior to the undisturbed date of April 17, 2014); and
-- A premium of 148 percent to Shire's closing share price on May 7, 2013 of GBP18.62 (Shire's 52-week low prior to the undisturbed date of April 17, 2014).
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16 Based on AbbVie's closing share price of $54.03 (and an exchange rate of $1.00:GBP0.5982) on May 29, 2014, the latest practicable date before the Proposal was made, and assuming one New AbbVie share is issued for each existing AbbVie share in the simultaneous AbbVie holding company restructuring described in this announcement.
17 Source: FactSet and Bloomberg.
In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on AbbVie's website at www.abbvieinvestor.com. A further announcement will be made as appropriate.
AbbVie will hold an analyst and investor call in respect of this announcement today at 8 am CT / 2 pm BST.
Dial-in information:
U.K. toll free: 0800 279 9630
U.S. toll free: 866 617 1526
International: +1 210 795 0624
Passcode: AbbVie
Enquiries:
AbbVie Investor Contacts
Larry Peepo (Tel: +1 847 935 6722)
Liz Shea (Tel: +1 847 935 2211)
Angela Sekston (Tel: +1 847 937 6636)
AbbVie Media Contacts
Jennifer Smoter (Tel: +1 847 935 8865)
Adelle Infante (Tel: +1 847 938 8745)
J.P. Morgan (Financial Adviser)
Jeffrey Hoffman / Henry Gosebruch / Benjamin Wallace (New York, Tel: +1 212 270 6000)
Laurence Hollingworth / Dwayne Lysaght / James Robinson (London, Tel: +44 207 742 4000)
Brunswick Group PR Contacts
Richard Jacques / Justine McIlroy (Tel: +44 207 404 5959)
About AbbVie
AbbVie is a global, research-based biopharmaceutical company formed in January 2013 following separation from Abbott Laboratories. The company's mission is to use its expertise, dedicated people and approach to innovation to develop and market advanced therapies that address some of the world's most complex and serious diseases. AbbVie employs approximately 25,000 people worldwide and markets medicines in more than 170 countries. AbbVie is traded on the New York Stock Exchange under "ABBV". Additional information is available on the company's website at www.abbvieinvestor.com.
Selected AbbVie assets
-- AbbVie has a number of promising immunology assets in development, including two oral selective JAK-1 inhibitors, several biologics and two bi-specific or DVD biologics currently in mid-stage clinical trials. AbbVie expects its selective JAK-1 inhibitors to begin Phase III development in 2015.
-- AbbVie anticipates multiple product launches in the coming years, starting with the launch of AbbVie's HCV combination in the U.S. later this year and in Europe in early 2015. Upon approval, AbbVie's HCV therapy is poised to be a breakthrough offering for patients, in a significant and rapidly growing market.
-- ABT-199 is AbbVie's first-in-class Bcl-2 inhibitor in development for a number of hematologic malignancies, including late stage trials for AbbVie's vanguard indication, CLL. Based on data to date, ABT-199 has demonstrated high levels of complete response.
-- ABT-888 is AbbVie's PARP inhibitor in development for more than a dozen different cancer types. AbbVie recently began Phase III studies in two indications and AbbVie expects additional Phase III transitions this year.
-- Also in late stage development in AbbVie's oncology pipeline is Elotuzumab, for multiple myeloma. Two Phase III studies are ongoing and results from the event-driven trials are expected early next year.
-- Daclizumab is in late stage development for multiple sclerosis. AbbVie recently reported top-line results from AbbVie's second pivotal study that indicates daclizumab has the potential to be an important therapy in this large and growing market.
-- Elagolix is AbbVie's compound in Phase III development for endometriosis and Phase II b for uterine fibroids. AbbVie will see initial data from the first of two pivotal studies in endometriosis in the second half of this year.
The directors of AbbVie accept responsibility for the information contained in this document and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and it does not omit anything likely to affect the import of such information.
J.P. Morgan Securities LLC ("J.P. Morgan"), together with its affiliate J.P. Morgan Limited (which conducts its U.K. investment banking business as J.P. Morgan Cazenove and which is authorised and regulated by the Financial Conduct Authority in the United Kingdom), is acting exclusively for AbbVie in connection with the possible offer and for no one else, and is not, and will not be, responsible to anyone other than AbbVie for providing the protections afforded to clients of J.P. Morgan or its affiliates, or for providing advice in relation to the possible offer or any other matters referred to in this announcement.