Allergan Says It In Early Stages Of Considering Possible Offer For Shire

(RTTNews) - Responding to recent press speculation, Allergan Plc. confirmed Thursday that it is in the early stages of considering a possible offer for Shire plc (SHP.L, SHPG). No offer has been made. There can be no certainty an offer will be made nor as to the terms on which any such offer would be made.

As per the U.K rules Allergan is now required, by not later than 5:00 pm on 17 May 2018, to either announce a firm intention to make an offer for Shire or announce that it does not intend to make an offer for Shire. This deadline will only be extended with the consent of the Takeover Panel.

Earlier today, Japan's Takeda Pharmaceutical Co. Ltd. (TKPYY.PK) said it had offered 46.50 pounds per share in cash and stock for Shire. But Shire said its board found the Takeda offer "significantly undervalue the company and Shire's growth prospects and pipeline," though it's willing to keep negotiating.

Separately, Shire confirmed that it has received three conditional proposals from Takeda regarding a possible offer for the Company, on 29 March 2018 , 11 April 2018 and 13 April 2018.

The First Proposal comprised 28 pounds per share in new Takeda shares, to be listed in Japan and in the US through an ADR listing, and 16 pounds per share in cash, representing a potential value of 44 pounds per share and approximately 41 billion pounds for the total issued and to be issued share capital of the Company. Based on Takeda's current market capitalisation, Shire shareholders would own approximately 50 per cent. of the enlarged Takeda.

Following a thorough review of the First Proposal with its advisers and a Board meeting on 8 April 2018, the Board unanimously rejected the First Proposal, concluding that it significantly undervalued the Company, its growth prospects and pipeline, Shire said.

The Second Proposal comprised 28.75 pounds per share in new Takeda shares, to be listed in Japan and in the US through an ADR listing, and 16.75 pounds per share in cash, representing a potential value of 45.50 pounds per share, only a marginal increase to the First Proposal, and approximately 43 billion pounds for the total issued and to be issued share capital of the Company. Based on Takeda's current market capitalisation, Shire shareholders would own approximately 51 per cent. of the enlarged Takeda.

The Third Proposal also comprised 28.75 pounds per share in new Takeda shares, to be listed in Japan and in the US through an ADR listing, and 17.75 pounds per share in cash, representing a potential value of 46.50 pounds per share and approximately 44 billion pounds for the total issued and to be issued share capital of the Company. Based on Takeda's current market capitalisation, Shire shareholders would own approximately 51 per cent. of the enlarged Takeda.

Shire said its Board met again and thoroughly considered the Third Proposal with its advisers and unanimously rejected it, concluding that it continues to significantly undervalue the Company and Shire's growth prospects and pipeline.

Following the Board meeting on 14 April 2018 which rejected the Third Proposal, at the Board's request Shire's advisers entered into a dialogue with Takeda's advisers to discuss whether a further, more attractive, proposal may be forthcoming and to understand the basis on which such a proposal would be made, Shire said.

Shire said, "The Board and management of Shire remain committed to enhancing shareholder value and are focused on fully evaluating internal and external opportunities to maximise value for shareholders, including any further proposals from Takeda."