Shire Completes Acquisition of NPS Pharma
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`HOME / NEWSROOM / 2015 / FEBRUARY / SHIRE COMPLETES...
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`
`Shire Completes Acquisition of NPS Pharma
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`February 21, 2015
`
`Shire plc (LSE: SHP, NASDAQ: SHPG) announces the successful completion of the tender offer for all of the
` outstanding shares of NPS Pharmaceuticals, Inc. (NASDAQ: NPSP) and the subsequent acquisition of NPS
` Pharma
`
`The tender offer expired at 12:00 midnight, New York City time, at the end of Friday, February 20, 2015, and was
` not extended. As of the expiration of the tender offer, a total of approximately 88,869,118 common shares of NPS
` Pharma (excluding 7,599,694 common shares of NPS Pharma 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` NASDAQ trading days) had been validly tendered and not withdrawn pursuant to the tender offer, representing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 81.7% of the outstanding common shares of NPS Pharma. All shares that were validly tendered
` and not withdrawn pursuant to the tender offer were accepted for payment today.
`
`After the acceptance of shares that were validly tendered and not withdrawn pursuant to the tender offer, Shire
` completed the acquisition of NPS Pharma today through a merger of one of Shire's subsidiaries with and into NPS
` Pharma. In connection with the merger, all common shares of NPS Pharma that were not accepted for payment in
` the tender offer (excluding any shares held by NPS Pharma as treasury stock (other than any shares held in an
` NPS Pharma benefit plan) and any shares with respect to which the holders have properly demanded appraisal
` rights in accordance with Delaware law) were converted into the right to receive $46.00 per share in cash, without
` interest and less any applicable withholding taxes, the same price that will be paid for shares accepted for payment
` in the tender offer. Following completion of the merger, NPS Pharma became a wholly owned subsidiary of Shire
` and NPS Pharma’s shares ceased to be traded on NASDAQ.
`
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`Shire’s Chief Executive Officer, Flemming Ornskov, MD, MPH, commented:
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`“We are delighted to have completed the acquisition of NPS Pharma, and look forward to working with their talented
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` employees to transform the lives of patients with rare diseases and specialty conditions.
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`Shire’s global strength and expertise in both rare diseases and GI medicines, coupled with NPS Pharma’s rare
`
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`

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`Shire Completes Acquisition of NPS Pharma
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` disease capabilities, and our shared deep commitment to serving the needs of patients, make this an excellent
` strategic fit. Together, we aim to provide more patients and their families around the world with much needed
` medicines and enhanced support services.”
`
`FOR FURTHER INFORMATION PLEASE CONTACT:
`Investor Relations
`Sarah Elton-Farr
`seltonfarr@shire.com
`+44 1256 894157
`+1 484 595 2220
`
`Media
`Stephanie Fagan
`sfagan@shire.com
`+1 201 572 9581
`
`Jessica Cotrone
`jcotrone@shire.com+1 781 482 9538
`
`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
`
`SHIRE FORWARD-LOOKING STATEMENTS
`Statements included in this announcement that are not historical facts 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, that:
`
`Shire’s products may not be a 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 Shire's products may affect future revenues, financial condition and results of operations;
`Shire conducts its own manufacturing operations for certain of its products and is reliant on third party contract
` manufacturers to manufacture other products and to provide goods and services. Some of the Shire’s products or
` ingredients are only available from a single approved source for manufacture. Any disruption to the supply chain for
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`Shire Completes Acquisition of NPS Pharma
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` any of the Shire’s products may result in Shire being unable to continue marketing or developing a product or may
` result in Shire being unable to do so on a commercially viable basis for some period of time;
`the manufacture of Shire’s products is subject to extensive oversight by various regulatory agencies. Regulatory
` approvals or interventions associated with 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;
`Shire has a portfolio of products in various stages of research and development. The successful development of
` these products 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 Shire's ability to sell or market products profitably. Fluctuations in buying
` or distribution patterns by such customers can adversely affect Shire’s revenues, financial conditions or results of
` operations;
`investigations or enforcement action by regulatory authorities or law enforcement agencies relating to Shire’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 Shire’s ability to enforce and defend patents and
` other intellectual property rights required for its business, could have a material adverse effect on Shire’s revenues,
` financial condition or results of operations;
`Shire faces intense competition for highly qualified personnel from other companies and organizations. Shireis
` undergoing a corporate reorganization and was the subject of an unsuccessful acquisition proposal and the
` consequent uncertainty could adversely affect Shire’s ability to attract and/or retain the highly skilled personnel
` needed for Shire to meet its strategic objectives;
`failure to achieve Shire’s strategic objectives with respect to the acquisition of NPS Pharmaceuticals, Inc. may
` adversely affect Shire’s financial condition and results of operations,
`
`and other risks and uncertainties detailed from time to time in Shire’s filings with the US Securities and Exchange
` Commission, including its most recent Annual Report on Form 10-K.
`
`Click here for the PDF version of this press release.
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