DUBLIN, June 3, 2016 /PRNewswire/ --
Combined company
expected to deliver
double-digit compound annual
top-line growth with over $20
billion in annual revenues by 2020
Rare disease portfolio expected
to immediately generate
approximately 65% of total annual
revenues
Expanded global reach and
best-in-class products to enhance potential
to help patients with significant unmet
needs
Robust
innovative pipeline
expected to drive
development of next-generation therapies
Shire plc (LSE: SHP, NASDAQ: SHPG) today completed its
previously announced combination with Baxalta Incorporated (NYSE:
BXLT), creating the leading global biotechnology company focused on
serving patients with rare diseases and other highly specialized
conditions.
Through the combination, Shire expects to deliver double-digit
compound annual top-line growth, with over $20 billion in annual projected revenue by 2020
and approximately 65% of total annual revenues being immediately
generated by its rare disease products. Shire now has more than 50
programs in clinical development, with a balanced mix of early, mid
and late-stage projects.
With over 22,000 employees across more than 100 countries,
Shire's expanded global reach and best-in-class products offer the
potential to help even more patients around the world with
significant unmet needs.
Shire Chief Executive Officer Flemming Ornskov, M.D., M.P.H., commented:
"Upon the completion of our combination with Baxalta, Shire is now
the global leader in rare diseases, with the number one rare
diseases platform based on both revenue and pipeline programs. With
our multiple high-value franchises, each with best-in-class
products and a robust innovative portfolio, we further extend our
capabilities for innovation and sustainable growth with patients at
the center of everything we do."
Dr. Ornskov continued, "We have made impressive progress on
integration planning since announcing the combination, moving much
faster than other transactions of similar size based on benchmarks,
to create certainty for our employees and to better serve our
patients and customers going forward. As we launch our combined
company today, we have a talented and experienced extended
leadership team in place to guide the organization in achieving our
goals. Working together, the possibilities are tremendous for our
patients, healthcare partners and, importantly, our people, with
opportunity for additional value creation for our
shareholders."
As a result of the completion of the combination:
- The appointment of Gail D.
Fosler and Albert P.L. Stroucken to the Shire Board of
Directors, announced on April 18,
2016, is effective;
- Baxalta shareholders will receive a combination of $18.00 in cash and 0.1482 Shire ADS's for each
Baxalta share (or 0.4446 of a Shire ordinary share if the Baxalta
shareholder validly elected to receive ordinary shares);
- Baxalta became an indirect wholly-owned subsidiary of Shire;
and
- Shire will provide a full and unconditional guarantee of
Baxalta's obligations to the holders of Baxalta's outstanding
senior notes.
The efficient operating structure of the combined company is
expected to yield annual operating cost synergies of at least
$500 million within the first three
years post-closing. Further, Shire expects to generate additional
revenue synergies and a combined non-GAAP effective tax rate of
16-17% by 2017. The combination is expected to be accretive to
non-GAAP diluted EPS in 2017, the first calendar year of ownership,
and beyond, with an attractive ROIC that will exceed Shire's cost
of capital in 2020.
Additional details on the strength of the combined company,
including 2016 financial guidance and updated 3-year synergy
targets, will be provided during Shire's second quarter earnings
conference call scheduled for August 2,
2016. Shire will also be hosting an Investor Day in
New York on November 10, 2016, where it will share highlights
of the R&D portfolio and Baxalta commercial business.
More information is also available at Shire.com.
About Shire
Shire is the leading global biotechnology company focused on
serving people with rare diseases and other highly specialized
conditions. We have best-in-class products available in more than
100 countries across core therapeutic areas including Hematology,
Immunology, Neuroscience, Lysosomal Storage Disorders,
Gastrointestinal / Internal Medicine / Endocrine and Hereditary
Angioedema; a growing franchise in Oncology; and an emerging,
innovative pipeline in Ophthalmics.
Our employees come to work every day with a shared mission: to
develop and deliver breakthrough therapies for the hundreds of
millions of people in the world affected by rare diseases and other
high-need conditions, and who lack effective therapies to live
their lives to the fullest.
http://www.shire.com
Forward-Looking Statements
Statements included herein that are not historical facts,
including without limitation statements concerning the financial
and strategic benefits of the combination with Baxalta, 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:
- disruption from the acquisition and integration of Baxalta may
make it more difficult to conduct business as usual or maintain
relationships with patients, physicians, employees or
suppliers;
- the company may not achieve some or all of the anticipated
benefits of Baxalta's spin-off from Baxter International, Inc.
("Baxter") and the acquisition 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 acquisition of Baxalta may adversely affect the 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 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 company's
ability to sell or market products profitably, and fluctuations in
buying or distribution patterns by such customers can adversely
affect the company's revenues, financial condition or results of
operations;
- investigations or enforcement action by regulatory authorities
or law enforcement agencies relating to the 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, tax audits and other
disputes, including the 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 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 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 company's financial condition and
results of operations;
- the company is 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 company's
revenues, financial condition or results of operations;
- the 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 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, including those risks outlined in "ITEM 1A:
Risk Factors" in Shire's and Baxalta's Annual Reports on Form 10-K
for the year ended December 31,
2015.
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
FOR SHIRE
Investor Relations
Sarah Elton-Farr
seltonfarr@shire.com +44-1256-894157
Robert Coates rcoates@shire.com
+44-1256-894874
Ian Karp ikarp@shire.com
+1-781-482-9018
Media
Gwen Fisher gfisher@shire.com
+1-781-482-9649
Geoffrey Mogilner
geoffrey.mogilner@shire.com +1-224-940-8619
Brooke Clarke brclarke@shire.com
+44-1256-894829
FTI Consulting (Media Advisor to the Company)
Ben Atwell (London) ben.atwell@fticonsulting.com
+44-20-3727-1000
David Roady (New York) david.roady@fticonsulting.com
+1-212-850-5600
Robert Stanislaro (New York)
robert.stanislaro@fticonsulting.com +1-212-850-5600
SOURCE Shire plc