Shire Announces Early Results Of The Previously Announced Cash Tender Offers For Certain Outstanding Notes
Published: Sep 10, 2018
DUBLIN, Sept. 10, 2018 /PRNewswire/ -- Shire Plc (LSE: SHP and NASDAQ: SHPG) ("Shire"), Baxalta Incorporated, a Delaware corporation and wholly-owned subsidiary of Shire ("Baxalta"), and Shire Acquisitions Investments Ireland DAC, an Irish designated activity company and wholly-owned subsidiary of Shire ("SAIIDAC" and, together with Baxalta, the "Offerors"), announced today the early results of the Offerors' previously announced cash tender offers (collectively, the "Tender Offers," and each offer to purchase a series of notes individually, a "Tender Offer") to purchase up to $2,250,000,000 aggregate principal amount (the "Aggregate Maximum Purchase Amount") of Baxalta's outstanding 2.875% Senior Notes due 2020, 3.600% Senior Notes due 2022, 4.000% Senior Notes due 2025 and 5.250% Senior Notes due 2045 and SAIIDAC's outstanding 3.200% Senior Notes due 2026 (collectively, the "Notes") upon the terms and conditions set forth in the Offer to Purchase (the "Offer to Purchase") and related Letter of Transmittal, each dated August 24, 2018.
As of 5:00 p.m. New York City time, on September 7, 2018 (the "Early Tender Date"), the principal amounts of the Notes listed in the table below had been validly tendered and not validly withdrawn.
Issuer Series of Aggregate Acceptance Reference Early Fixed Notes Principal Priority U.S. Tender Spread CUSIP/ISIN Amount Principal Level Treasury Premium (basis Number Outstanding Amount Security (per points) Tendered(1) $1,000) --- 144A Reg S Global CUSIP/ISIN CUSIP/ISIN CUSIP/ISIN Number Number Number Baxalta 2.875% 07177M AC7 / U07237 AB3 / 07177MAD5/ $1,000,000,000 848,224,000 1 2.625% $30 30 bps Senior Notes US07177MAC73 USU07237AB3 US07177MAD5 U.S.T. due Due 2020 4 6 July 31, 2020 --- 3.600% 07177M AK9 / U07237 AF4 / 07177MAL7/ $500,000,000 399,810,000 1 2.750% $30 65 bps Senior Notes US07177MAK99 USU07237AF4 US07177MAL7 U.S.T. due Due 2022 8 2 July 31, 2023 4.000% 07177M AA1 / U07237 AA5 / 07177MAB9/ $1,750,000,000 1,352,315,000 1 2.875% $30 90 bps Senior Notes US07177MAA18 USU07237AA US07177MAB9 U.S.T. due Due 2025 50 0 August 15, 2028 5.250% 07177M AE3 / U07237 AC1 / 07177MAN3/ $1,000,000,000 711,670,000 1 3.125% $30 155 bps Senior Notes US07177MAE30 USU07237AC1 US07177MAN3 U.S.T. due Due 2045 7 9 May 15, 2048 SAIIDAC 3.200% 82481L AD1 / US82481LAD10 $3,000,000,000 1,534,383,000 2 2.875% $30 125 bps Senior Notes U.S.T. due Due 2026 August 15, 2028 --- (1) As reported by Global Bondholder Services Corporation, the depositary and information agent for the Tender Offers.
Pursuant to the terms of the Tender Offers, the amount of Notes that will be accepted for purchase is subject to the Aggregate Maximum Purchase Amount. The amounts of each series of Notes that will be accepted for purchase by the Offerors will be determined in accordance with the Acceptance Priority Levels specified in the table above, with the Priority 1 Notes having a higher Acceptance Priority Level than the Priority 2 Notes, and the proration procedures described in the Offer to Purchase so as not to exceed the Aggregate Maximum Purchase Amount.
The withdrawal deadline of 5:00 p.m., New York City time, on September 7, 2018 (the "Withdrawal Deadline") has passed and, accordingly, Notes validly tendered in the Tender Offers may no longer be withdrawn except where additional withdrawal rights are required by law.
The Offerors' obligation to accept for purchase, and pay for, any Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offers is conditioned on the satisfaction or waiver by the Offerors of the conditions described in the Offer to Purchase including the closing of, and receipt by Shire of the cash proceeds from, the sale of Shire's Oncology franchise. On August 31, 2018, Shire announced the closing of, and receipt by Shire of the cash proceeds from, the sale of its Oncology franchise to Servier S.A.S., satisfying the "Oncology Proceeds Condition" described in the Offer to Purchase.
The Offerors expect to determine the pricing terms for the Tender Offers at 10:00 a.m., New York City time, on September 10, 2018. The anticipated early settlement date for the Tender Offers will be on September 11, 2018 (the "Early Settlement Date").
The Tender Offers are scheduled to expire at 11:59 p.m., New York City time, on September 21, 2018 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Expiration Date"). However, because holders of Notes subject to the Tender Offers validly tendered and did not validly withdraw Notes on or prior to the Early Tender Date for which the aggregate principal amount exceeds the Aggregate Maximum Purchase Amount, the Offerors will not accept for purchase any Notes tendered after the Early Tender Date.
Notes not accepted for purchase by the Offerors in the Tender Offers will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company or otherwise returned in accordance with the Offer to Purchase.
Citigroup Global Markets Limited and Morgan Stanley & Co. LLC are acting as dealer managers (collectively, the "Dealer Managers") in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Citigroup Global Markets Limited at (800) 558-3745 (U.S. toll-free) or (212) 723-6106 (U.S. collect) or +44 20 7986 8969 (London) or by e-mail at firstname.lastname@example.org or Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect) or +44 20 7677 7799 (London) or by e-mail at email@example.com. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774. The Offer to Purchase, the related Letter of Transmittal and other related materials can also be accessed at the following link: http://www.gbsc-usa.com/Shire/.
None of Shire, the Offerors, their respective boards of directors or officers, the Dealer Managers, the depositary, the information agent or the applicable trustee with respect to a series of Notes, or any of their respective affiliates, makes any recommendation as to whether holders should tender any Notes in response to the Tender Offers. Holders must make their own decision as to whether to participate in the Tender Offers and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender O?ers are required to be made by a licensed broker or dealer, the Tender O?ers will be deemed to be made on behalf of each Offeror by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
NOTES TO EDITORS
Shire is the global biotechnology leader serving patients with rare diseases and specialized conditions. We seek to push boundaries through discovering and delivering new possibilities for patient communities who often have few or no other champions. Relentlessly on the edge of what's next, we are serial innovators with a diverse pipeline offering fresh thinking and new hope. Serving patients and partnering with healthcare communities in over 100 countries, we strive to be part of the entire patient journey to enable earlier diagnosis, raise standards of care, accelerate access to treatment, and support patients. Our diverse portfolio of therapeutic areas includes Immunology, Hematology, Genetic Diseases, Neuroscience, Internal Medicine, and Ophthalmics.
Championing patients is our call to action - it brings the opportunity - and responsibility - to change people's lives.
Statements included herein that are not historical facts, including without limitation statements concerning future strategy, plans, objectives, expectations and intentions, projected revenues, 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:
a further list and description of risks, uncertainties and other matters can be found in Shire's most recent Annual Report on Form 10-K and in Shire's subsequent Quarterly Reports on Form 10-Q, in each case including those risks outlined in "ITEM 1A: Risk Factors", and in Shire's subsequent reports on Form 8-K and other Securities and Exchange Commission filings, all of which are available on Shire's website.
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 update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Shire plc
Company Codes: LSE:SHP, NASDAQ-NMS:SHPG