Baxalta Announces Preliminary Merger Consideration Election Results
2016年5月23日 - 9:00PM
ビジネスワイヤ(英語)
Baxalta Incorporated (NYSE:BXLT) today announced the preliminary
results of the elections made by its stockholders as to the form of
stock consideration to be received in Baxalta’s merger with Shire
plc (LSE: SHP, NASDAQ: SHPG).
As previously announced, upon the consummation of the merger,
each outstanding Baxalta share will be converted into the right to
receive:
(i) $18.00 in cash, and (ii) either 0.1482 of a Shire
American Depositary Share (a “Shire ADS”), with each Shire ADS
representing three ordinary shares of Shire, or if a Baxalta
stockholder elects, 0.4446 of an ordinary share of Shire.
Based on available information, the exchange agent for the
election process has advised that, as of the election deadline of
5:00 p.m. Eastern Time on May 20, 2016, holders of approximately
41,803,203 Baxalta shares, or approximately 6.10% of the
outstanding Baxalta shares, elected to receive ordinary shares of
Shire rather than Shire ADSs.
Baxalta stockholders who made an ordinary share election will be
unable to sell or otherwise transfer their shares unless the
ordinary share election was properly revoked prior to the election
deadline or unless the merger agreement is terminated. Baxalta
stockholders who did not make an ordinary share election or who
properly revoked any such election prior to the election deadline
will, by default, receive Shire ADSs in the merger.
About Baxalta
Baxalta Incorporated (NYSE:BXLT) is a global
biopharmaceutical leader developing, manufacturing and
commercializing therapies for orphan diseases and underserved
conditions in hematology, immunology and oncology. Driven by
passion to make a meaningful impact on patients’ lives, Baxalta’s
broad and diverse pipeline includes biologics with novel mechanisms
and advanced technology platforms such as gene therapy. Launched in
2015 following separation from Baxter International, Baxalta’s
heritage in biopharmaceuticals spans decades. Baxalta’s therapies
are available in more than 100 countries and it has advanced
biological manufacturing operations across 12 facilities, including
state-of-the-art recombinant production and plasma fractionation.
Headquartered in Northern Illinois, with its Global Innovation
Center in Cambridge, Mass., Baxalta employs 17,000
employees worldwide.
Forward-Looking Statements
This release includes forward-looking statements concerning
Baxalta’s proposed combination with Shire. Such statements are made
of the date that they were first issued and are based on current
expectations, beliefs and assumptions of management.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond Baxalta's control and which could cause actual results
to differ materially from those in the forward-looking statements,
including the following: the inability to complete the proposed
combination with Shire due to failure to obtain the approval of
Baxalta’s or Shire’s stockholders or the failure to satisfy other
conditions to completion of the proposed combination; the failure
to obtain regulatory approvals required for the proposed
combination, or required regulatory approvals delaying the proposed
combination or causing the parties to abandon the proposed
combination; the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement related to the proposed combination; the amount of the
costs, fees, expenses and charges related to the proposed
combination; the effect of the announcement of the proposed
combination on Baxalta’s client relationships, operating results
and business generally, including without limitation the ability to
retain key employees; the potential diversion of Baxalta’s
management’s attention resulting from the proposed combination and
of the combined company’s management’s attention resulting from
integration issues after the proposed combination; and other risks
identified in Baxalta’s Securities and Exchange Commission (SEC)
filings, all of which are available on Baxalta’s website, as well
as other risks related to the proposed combination identified in
Shire’s respective filings with the SEC. Baxalta expressly
disclaims any intent or obligation to update these forward-looking
statements except as required by law.
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 have filed
relevant materials with (i) the SEC, including a Shire registration
statement on Form S-4 with a prospectus of Shire, as well as a
proxy statement of Baxalta, 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
has mailed the proxy statement to its shareholders and Shire has
mailed 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 BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT SHIRE, BAXALTA AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these
documents 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 781-482-9018 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, Head of Investor Relations, at
mary.kay.ladone@baxalta.com or (224) 940-3371.
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,
2015, which was filed with the SEC on February 23, 2016. You can
find information about Baxalta’s directors and executive officers
in Baxalta’s Annual Report on Form 10-K for the year ended December
31, 2015, which was filed with the SEC on March 3, 2016. Additional
information regarding the special interests of these directors and
executive officers in the proposed transaction are also included in
the proxy statement related to the transaction, which Baxalta filed
with the SEC on April 18, 2016. You may obtain these documents 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160523005463/en/
Baxalta Media RelationsGeoffrey Mogilner,
+1-224-940-8619geoffrey.mogilner@baxalta.comorBaxalta Investor
RelationsMary Kay Ladone,
+1-224-940-3371mary.kay.ladone@baxalta.comLorna Williams,
+1-224-940-3511lorna.williams@baxalta.com
Baxalta Incorporated (NYSE:BXLT)
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Baxalta Incorporated (NYSE:BXLT)
過去 株価チャート
から 12 2023 まで 12 2024