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Shire Ready To Bow To AbbVie (ABBV)'s Increased $53 Billion Offer



7/14/2014 7:41:25 AM

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Shire plc (“Shire” or the “Company”) (LSE: SHP, NASDAQ: SHPG) announces that following discussions with AbbVie Inc. (“AbbVie”), Shire requested and has received a further revised proposal from AbbVie on 13 July 2014 (the “Revised Proposal”).

The Revised Proposal comprises £24.44 in cash and 0.8960 shares of new AbbVie per Shire share. Based on the AbbVie share price on 11 July 2014, AbbVie’s Revised Proposal has an indicative value of £53.20 per Shire share(1). Under the Revised Proposal, Shire shareholders would own approximately 25 per cent of the combined new AbbVie. The Board of Shire has indicated to AbbVie that it would be willing to recommend an offer at the level of the Revised Proposal to Shire shareholders subject to satisfactory resolution of the other terms of the offer. Accordingly, the Board is in detailed discussions with AbbVie in relation to these terms.

The Revised Proposal remains subject to the pre-conditions set by AbbVie on 8 July 2014 including due diligence and the recommendation of the Board of Shire.

There can be no certainty that any firm offer will be made.

This statement is being made by Shire with the agreement of AbbVie.

A further update will be provided when appropriate.

Notes

(1) Based on AbbVie’s closing share price of US$54.96 (and an exchange rate of US$1.00:£0.5840) on 11 July 2014, the latest practicable date before this announcement.

Whilst the cash and share mix of the Revised Proposal has an indicative value of £53.20 per Shire share as of 11 July 2014, under Rule 2.5 of the Code any firm offer announced by AbbVie under Rule 2.7 of the Code will, at the date of its announcement, need to be equivalent, on a per Shire share basis, to not less than the higher of:

• £46.26; or • The aggregate of £24.44 and the value of 0.8960 AbbVie shares at the closing price and relevant $/£ exchange rate on the latest practicable date before AbbVie announces any such firm intention to make an offer under Rule 2.7, (such higher amount being, the "Floor Price"). AbbVie reserves the right to introduce other forms of consideration and/or vary the mix of consideration and to make an offer at any time for less than the equivalent of the Floor Price for each Shire share: • With the agreement or recommendation of the Shire Board; or • Following the announcement by Shire of a whitewash transaction pursuant to the Code.

NOTES TO EDITORS

Shire enables people with life-altering conditions to lead better lives.

We provide 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 Ophthalmology.

Shire’s product sales from continuing operations have increased from US$2,754 million in the financial year to 31 December 2008 to US$4,757 million in the financial year to 31 December 2013, representing a five-year compound annual growth rate of 11.6%. Shire’s Non GAAP diluted earnings per ADS have increased from US$3.86 in the financial year to 31 December 2008 to US$7.66 in the financial year to 31 December 2013, representing a five-year compound annual growth rate of 14.7%. Shire’s US GAAP diluted earnings per ADS have increased from US$0.86 in the financial year to 31 December 2008 to US$3.53 in the financial year to 31 December 2013, representing a five-year compound annual growth rate of 32.7%.

www.SNOW.com

CONTACTS

Shire Stephanie Fagan +1 201 572 9581


FTI Consulting (Media Adviser to the Company)
Andrew Lorenz (London) +44 77 7564 1807
Ben Atwell (London) +44 20 3727 1000
David B. Roady (New York) +1 212 850 5600
Robert Stanislaro (New York) +1 212 850 5600

Citi (Financial Adviser to the Company)
Christopher Hite +1 212 816 1818
Jan Skarbek +44 20 7986 4000

Deutsche Bank (Financial Adviser to the Company)
Nick Bowers (Corporate Broking) +44 20 7545 8000
Ben Lawrence (Corporate Broking)

Evercore (Financial Adviser to the Company)
Francois Maisonrouge +44 20 7653 6000
Edward Banks

Goldman Sachs (Financial Adviser to the Company)
Anthony Gutman +44 20 7774 1000 Raj Shah

Morgan Stanley (Financial Adviser to the Company)
Michele Colocci +44 20 7425 8000
Colm Donlon
Peter Moorhouse (Corporate Broking)

A copy of this announcement will be available at www.shire.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

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