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Shire successfully completes tender offer for ViroPharma

24th Jan 2014 11:30

SHIRE PLC - Shire successfully completes tender offer for ViroPharma

SHIRE PLC - Shire successfully completes tender offer for ViroPharma

PR Newswire

London, January 24

Shire successfully completes tender offer for ViroPharma Dublin, Ireland - January 24, 2014 - Shire plc (LSE: SHP, NASDAQ: SHPG)announces the successful completion of the tender offer for all of theoutstanding shares of ViroPharma (NASDAQ: VPHM). The tender offer expired atmidnight, New York City time, on Thursday, January 23, 2014 (one minute after11:59 p.m., New York City time, on January 23, 2014), and was not extended. As of midnight on January 23, 2014, approximately 53,745,956 common shares ofViroPharma (excluding 3,597,087 common shares of ViroPharma guaranteed to bedelivered within the next three NASDAQ trading days) had been validly tenderedand not withdrawn pursuant to the tender offer, representing approximately79.5% of the outstanding common shares of ViroPharma. All shares that werevalidly tendered and not withdrawn have been accepted for payment. Later today, Shire expects to complete the merger of ViroPharma with one of itssubsidiaries, and, in connection with the merger, all remaining common sharesof ViroPharma (excluding shares held by ViroPharma, Shire or certain of theirrespective subsidiaries or holders who have properly demanded appraisal rightsunder Delaware law) will be converted into the right to receive $50 per sharein cash, the same price that was paid in the tender offer. Following completionof the merger, ViroPharma will become a wholly owned subsidiary of Shire andits shares will cease to be traded on NASDAQ. For further information please contact: Investor Relations Eric Rojas [email protected] +1 781 482 0999 Sarah Elton-Farr [email protected] +44 1256 894157 Media Jessica Mann [email protected] +44 1256 894 280 Gwen Fisher [email protected] +1 484 595 9836 NOTES TO EDITORS Shire enables people with life-altering conditions to lead better lives. Our strategy is to focus on developing and marketing innovative specialtymedicines to meet significant unmet patient needs. We provide treatments in Neuroscience, Rare Diseases, Gastrointestinal andInternal Medicine and we are developing treatments for symptomatic conditionstreated by specialist physicians in other targeted therapeutic areas. www.shire.com FORWARD - LOOKING STATEMENTS Statements included in this announcement that are not historical facts areforward-looking statements. Forward-looking statements involve a number ofrisks and uncertainties and are subject to change at any time. In the eventsuch risks or uncertainties materialize, Shire's results could be materiallyadversely affected. The risks and uncertainties include, but are not limitedto, that: * Shire's proposed acquisition of ViroPharma may not be consummated due to the occurrence of an event, change or other circumstances that gives rise to the termination of the merger agreement; * a governmental or regulatory approval required for the proposed acquisition of ViroPharma may not obtained, or may be obtained subject to conditions that are not anticipated, or another condition to the closing of the proposed acquisition may not be satisfied; * ViroPharma may be unable to retain and hire key personnel and/or maintain its relationships with customers, suppliers and other business partners pending the consummation of the proposed acquisition by Shire, or ViroPharma's business may be disrupted by the proposed acquisition, including increased costs and diversion of management time and resources; and * difficulties in integrating ViroPharma into Shire may lead to the combined 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 orViroPharma's filings with the U.S. Securities and Exchange Commission,including their respective most recent Annual Reports on Form 10-K. Registered in Jersey, No. 99854, 22 Grenville Street, St Helier, Jersey JE4 8PX Press Release www.shire.com

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