AbbVie Finally Clinches Shire For $54 Billion

Recommended Combination Of Shire Plc And Abbvie Inc.

Summary

• The Boards of AbbVie and Shire are pleased to announce that they have reached agreement on the terms of a recommended combination of Shire with AbbVie.

• Under the terms of the Merger, Shire Shareholders will be entitled to receive: for each Shire Share: £24.44 in cash and 0.8960 New AbbVie Shares

• The Merger terms represent:
    o An indicative value of £52.48 per Shire Share based on AbbVie’s closing share price of $53.52 on 17 July 2014, the Latest Practicable Date; and
    o An indicative value of £53.19 per Shire Share based on AbbVie's 30-day volume-weighted average price of $54.83 to 17 July 2014, the Latest Practicable Date.

•The indicative value of £53.19 per Shire Share values the entire issued and to be issued share capital of Shire on a fully diluted basis at approximately £32 billion and represents:
    o A premium of approximately 53 per cent. to the price of Shire Shares of £34.67 on 2 May 2014, being the last Business Day prior to AbbVie's initial proposal;
   o A premium of approximately 42 per cent. to the price of Shire Shares of £37.38 on 19 June 2014, being the last Business Day prior to the commencement of the offer period; and
    o An implied Enterprise Value / Last Twelve Months EBITDA multiple of approximately 24x.

•The Transaction will create a well-positioned and focused specialty biopharmaceutical company, with sustainable leadership positions within areas of unmet need, including immunology, rare diseases, neuroscience, metabolic diseases and liver disease (HCV) and multiple emerging oncology programs.

• Immediately following the Transaction, Shire Shareholders are expected to hold New AbbVie Shares representing approximately 25 per cent. of the issued share capital of New AbbVie, thus offering Shire Shareholders the ability to participate in the future prospects of the Combined Group. AbbVie Stockholders are expected to hold New AbbVie Shares representing approximately 75 per cent. of the issued share capital of New AbbVie.

• AbbVie expects the Transaction to be accretive to AbbVie's adjusted EPS1 in the first year following completion, growing to above $1.00 per share by 2020, with material ongoing

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