Shire to Acquire NPS Pharma

Shire to Acquire NPS Pharma as Further Step in Building a Leading Biotech Transaction valued at $5.2 billion Enhances growth profile Dublin, Ireland and Bedminster, NJ - January 11, 2015 - Shire plc (LSE: SHP,NASDAQ: SHPG) and NPS Pharmaceuticals, Inc. (NASDAQ: NPSP) today announced thatthe companies have entered into a merger agreement pursuant to which Shire willacquire all the outstanding shares of NPS Pharma for $46.00 per share in cash,for a total consideration of approximately $5.2 billion. Shire will acceleratethe growth of NPS Pharma's innovative portfolio through its market expertise ingastrointestinal (GI) disorders, core capabilities in rare disease patientmanagement, and global footprint. The transaction has been approved unanimouslyby the Boards of Directors of both Shire and NPS Pharma. NPS Pharma is a rare disease-focused biopharmaceutical company and its firstproduct, GATTEX®/REVESTIVE® (teduglutide [rDNA origin]) for injection, isapproved in the United States and Europe to treat adults with short bowelsyndrome (SBS) who are dependent on parenteral support. NPS Pharma also has aregistration phase product, NATPARA®/NATPAR® (rhPTH [1-84]) for the treatmentof hypoparathyroidism (HPT). The $46.00 per share price in the transaction represents a 51% premium to NPSPharma's unaffected share price of $30.47 on December 16, 2014. Transaction highlights * Excellent strategic fit; strengthens Shire's focus on rare diseases while leveraging industry-leading GI commercial capabilities and global footprint * Shire anticipates enhanced revenue and earnings growth profile * Adds innovative product portfolio with multiple growth catalysts: * + GATTEX/REVESTIVE (teduglutide [rDNA origin]) with growing sales for the treatment of adults with SBS, a rare GI condition + NATPARA/NATPAR (rhPTH [1-84]), if approved, would be the only bioengineered hormone replacement therapy for use in the treatment of HPT, a rare endocrine disease * Shire expects transaction to be accretive to Non GAAP EPS from 2016 onward * Acquisition to be effected by a tender offer and funded from Shire's cash resources, as well as existing and new bank facilities * Conference call for investors today (full details below) Shire's Chief Executive Officer, Flemming Ornskov, MD, MPH, commented: "The acquisition of NPS Pharma is a significant step in advancing Shire'sstrategy to become a leading biotechnology company. With our global strengthand expertise in both rare diseases and GI, Shire is uniquely positioned todrive the continued success of GATTEX/REVESTIVE, and, if approved,commercialize NPS Pharma's pipeline compound NATPARA/NATPAR. "We look forward to accelerating the growth of the NPS Pharma portfolio basedon our proven track record of maximizing value from acquired assets andcommercial execution. The NPS Pharma organization will be a welcome addition toShire as we continue to help transform the lives of patients with rarediseases." Francois Nader, MD, President, Chief Executive Officer and Director of NPSPharma, stated: "Shire shares NPS Pharma's commitment to patients with rare diseases. Webelieve that joining our two companies will drive value for shareholders andensure we continue to transform the lives of patients with short bowelsyndrome, hypoparathyroidism, and autosomal dominant hypocalcemia worldwide. Iam confident that this transaction will accelerate our ambition of creating aworld where every person living with a rare disease has a therapy. I would like to thank all of our employees for their continued outstandingcontributions and steadfast commitment to the patients we serve." Information on NPS Pharma NPS Pharma is a commercial-stage rare disease-focused biopharmaceuticalcompany, whose first product, GATTEX (teduglutide [rDNA origin]) for injection,has been launched in the U.S. to treat adults with short bowel syndrome (SBS).NPS Pharma is in the process of launching the product in Europe under the tradename REVESTIVE. NPS Pharma's second product rhPTH [1-84] (NATPARA in the U.S. /NATPAR in Europe) is currently under review in the U.S. and Europe for thetreatment for hypoparathyroidism (HPT). NPS Pharma has an ongoing Phase 2astudy evaluating its lead pipeline candidate NPSP795 for the treatment ofadults with autosomal dominant hypocalcemia. NPS Pharma has an operationalpresence in the U.S., Canada, Europe, Latin America and Japan. The value of NPSPharma's gross assets were $282.2 million with net assets totaling $130.9million as of September 30, 2014. NPS Pharma's losses before tax for the threeand nine month periods ending September 30, 2014 were $1.9 million and $6.2million, respectively. Information on GATTEX/REVESTIVE In the United States, GATTEX (teduglutide [rDNA origin]) for injection isapproved for the long-term treatment of adults with short bowel syndrome (SBS)who need parenteral support. GATTEX is the first analog of GLP-2 approved totreat SBS, a disease which may require patients to get their nutritionintravenously through a central line. SBS is a condition in which a large portion of the intestine has been removedby surgery. As a result, people can't absorb enough nutrients or fluids fromfood and liquids to maintain good health. It can also be caused by disease orinjury that prevents the small intestine from functioning properly despitenormal length. To make up for the inadequate absorption, intravenous (IV)feeding (parenteral support) may be prescribed to help the patient stayhealthy. In the U.S., approximately 6,000-7,000 SBS patients are dependent on parenteralsupport with a similar prevalence in Europe. GATTEX has received orphan drug designation from the U.S. Food and DrugAdministration (FDA) and was approved in December 2012. GATTEX generated salesof $67.9 million in the nine months ending September 30, 2014. In Europe, REVESTIVE has been launched in Germany and Sweden. Information on NATPARA/NATPAR NATPARA/NATPAR, NPS Pharma's parathyroid hormone (rhPTH [1-84]) for thetreatment of hypoparathyroidism (HPT), a rare endocrine disorder characterizedby insufficient levels of parathyroid hormone (PTH), is currently under reviewin the U.S. with an FDA Prescription Drug User Fee Act (PDUFA) action date forthe Biologics License Application (BLA) on January 24, 2015. In Europe, theEuropean Medicines Agency (EMA) has validated and initiated its review of NPSPharma's marketing authorization application (MAA) for NATPAR. HPT is a rare condition in which the parathyroid glands fail to producesufficient amounts of PTH or where PTH lacks biologic activity. PTH plays acentral role in a variety of critical physiological functions in the body. Inpatients with HPT, insufficient levels of PTH lead to many physiologicalabnormalities, including low serum calcium and an inability to convert nativevitamin D into its active state to properly absorb dietary calcium. In the U.S., approximately 75,000 patients are diagnosed with HPT with 41,000having moderate to severe disease with a similar prevalence in EU5 (France,Germany, United Kingdom, Italy and Spain). Acute symptoms of HPT are largely due to low serum calcium and range frommuscle pain and tingling, to lack of focus or ability to concentrate, andanxiety and depression. In extreme cases, life-threatening events, such asarrhythmias and seizures, may occur. In the absence of an approved parathyroidreplacement therapy, the standard approach focuses on using large doses ofcalcium and active vitamin D to increase calcium levels in the blood and reducethe severity of symptoms. However, balancing the administration of large dosesof calcium and vitamin D is challenging due to calcium fluctuations and thelong-term use of this regimen may lead to serious complications. In addition,calcium and vitamin D do not correct the abnormal bone metabolism due to PTHdeficiency or enable the activation of vitamin D. Additional value from NPS Pharma's licenced products and pipeline NPS Pharma currently has several successful partnerships in place. Amgenmarkets cinacalcet HCl as Sensipar® in the U.S. and as Mimpara® in the EU;Janssen Pharmaceuticals markets tapentadol as Nucynta® in the U.S.; and KyowaHakko Kirin markets cinacalcet HCI as Regpara® in Japan, Hong Kong, Malaysia,Macau, Singapore, and Taiwan. NPS Pharma earned royalty revenues of $123.8 million for 2013 and $89.5 millionfor the first nine months ending September 30, 2014. NPS Pharma is developing teduglutide as a treatment for pediatric SBS. NPSPharma is currently conducting a global study for teduglutide in pediatricpatients with SBS who are dependent on parenteral support. NPS Pharma is also investigating NPSP795, a small molecule antagonist of thecalcium-sensing receptor, which is believed to play a role in the distributionof PTH [1-84] throughout the body by antagonizing calcium-sensing receptors onthe parathyroid gland to trigger a release of the body's stores of PTH [1-84].NPSP795 is in development as a treatment for autosomal dominant hypocalcemia(ADH). There is no approved therapy for this ultra-rare, life-long geneticdisorder that affects both adults and children. Financial benefit to Shire The acquisition of NPS Pharma is expected to enhance Shire's revenue andearnings growth profile. Shire expects the transaction to be accretive to NonGAAP EPS from 2016 onward. Related to the acquisition, Shire anticipates that it will realize operatingsynergies beginning in 2016 and growing substantially thereafter. Shireanticipates synergies approximating 25-35% of the Street's consensus forecastof NPS Pharma's standalone future operating cost base from 2017 onward. Shire also expects that the transaction will deliver ROIC in excess of itsweighted average cost of capital. Financing Shire has secured an $850 million fully underwritten short-term bank facility,which, in addition to Shire's cash and cash equivalents and its existing $2.1billion five-year revolving credit facility, is available to finance thetransaction and pay related fees and expenses. Shire plans to refinance theshort-term bank facility through new debt issuances in due course. Closing The acquisition is structured as an all-cash tender offer for all of theoutstanding shares of NPS Pharma at a price of $46.00 per share followed by amerger in which each remaining untendered share of NPS Pharma common stockwould be converted into the same $46.00 cash per share consideration as in thetender offer. The closing of the transaction is subject to customary conditions, includingthe tender of a majority of the outstanding NPS Pharma shares and the receiptof Hart-Scott-Rodino clearance. Pending such closing conditions, it isanticipated that the transaction will close in the first quarter of 2015. Citigroup Global Markets Limited and Lazard are acting as joint financialadvisors to Shire. Goldman, Sachs & Co. and Leerink Partners LLC are acting asfinancial advisors to NPS Pharma. Davis Polk & Wardwell LLP and Slaughter & Mayare acting as legal advisors to Shire and Skadden, Arps, Slate, Meagher & FlomLLP is acting as legal advisor to NPS Pharma. Conference Call with CEOs from Shire and NPS Pharma Live conference call for investors: Flemming Ornskov, MD, MPH, Chief Executive Officer; Jeff Poulton, Interim ChiefFinancial Officer; Mark Enyedy, Head of Corporate Development and InterimGeneral Counsel; Roger Adsett, ‎Senior Vice President, GI Business Unit Leader,all of Shire Pharmaceuticals; and Francois Nader, MD, MBA, President, ChiefExecutive Officer and Director, NPS Pharmaceuticals, Inc. will host aconference call for investors and analysts today (Sunday, January 11, 2015) at6:00 p.m. GMT/1:00 .pm. EST/10:00 a.m. PST. The details of the conference call are as follows: UK dial in: 0808 237 0030 or 020 3139 4830 U.S. dial in: 1 866 928 7517 or 1 718 873 9077 International Access Numbers: http://wpc.1726.planetstream.net/001726/FEL_Events_International_Access_List.pdfPassword/Conf ID: 24757209# Live Webcast: http://event.onlineseminarsolutions.com/r.htm?e=921726&s=1&k=D48F4A70850014B55E4E6A278F9EF343 Replay: A replay of the presentation will be available for two weeks by phone and bywebcast for three months. UK dial in: 0808 237 0026 or 020 3426 2807 U.S. dial in: 1 866 535 8030 Password/Conf ID: 653478# Webcast replay: http://event.onlineseminarsolutions.com/r.htm?e=921726&s=1&k=D48F4A70850014B55E4E6A278F9EF343 For further information please contact: Investor Relations For Shire: Sarah Elton-Farr [email protected] +44 1256 894157 +1 484 595 2220 For NPS Pharma: Susan Mesco [email protected] +1 908 391 8283 Media For Shire: Stephanie Fagan [email protected] +1 201 572 9581 Jessica Cotrone [email protected] +1 781 482 9538 For NPS Pharma: Justine O'Malley [email protected] +1 908 432 6051 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 focus on providing treatments in Rare Diseases, Neuroscience,Gastrointestinal, and Internal Medicine and we are developing treatments forsymptomatic conditions treated by specialist physicians in other targetedtherapeutic areas, such as Ophthalmics. www.shire.com About NPS Pharma NPS Pharma is a global biopharmaceutical company pioneering and deliveringtherapies that transform the lives of patients with rare diseases. Thecompany's current therapeutic areas of focus are gastrointestinal disease andendocrine disorders. These include Short Bowel Syndrome, a potentially fatalgastrointestinal disorder in which patients may have to rely on parenteralnutrition for their survival; Hypoparathyroidism, a complex endocrine disorderin which the parathyroid glands are either absent or damaged, and the bodyproduces insufficient or no parathyroid hormone; and Autosomal DominantHypocalcemia, an ultra-rare, genetic disorder of calcium homeostasis caused bymutations of the calcium-sensing receptor gene. NPS Pharma continues to seekin-licensing opportunities to develop new therapies for a broad range of rarediseases, and complements its proprietary programs with a royalty-basedportfolio of products and product candidates that includes agreements withAmgen, GlaxoSmithKline, Janssen Pharmaceuticals, and Kyowa Hakko Kirin. NPSPharma has operations in the U.S., Canada, Europe, Latin America and Japan.Learn more at: www.npsp.com. "NPS Pharma" and "NPS Pharmaceuticals" are the company's trademarks. About Gattex® (Teduglutide [rDNA origin]) for Injection Gattex® (teduglutide [rDNA origin]) for injection for subcutaneous use is anovel, recombinant analog of human glucagon-like peptide 2, a protein involvedin the rehabilitation of the intestinal lining. Gattex is indicated for thetreatment of adult patients with Short Bowel Syndrome (SBS) who are dependenton parenteral support. Significant reductions in mean PN/IV infusion volumefrom baseline to end of treatment were seen in the Phase 3 studies of Gattex.In addition, some patients were able to achieve independence from PN/IV supportduring these trials. The most common side effects of Gattex include stomacharea (abdomen) pain or swelling, skin reaction where the injection was given,nausea, headache, cold or flu like symptoms, vomiting, and holding too muchfluid in the body (swelling of face, ankles, hands or feet). The European Commission granted European market authorization on August 30,2012 for the medicinal product teduglutide (trade name in Europe: Revestive®)as a once-daily treatment for adult patients with SBS. Teduglutide has orphan drug designation for the treatment of SBS from theEuropean Medicines Agency (EMA) and the FDA. Important Safety Information What is the most important information I should know about GATTEX? GATTEX may cause serious side effects, including: Making abnormal cells grow faster GATTEX can make abnormal cells that are already in your body grow faster. Thereis an increased risk that abnormal cells could become cancer. If you get cancerof the bowel (intestines), liver, gallbladder or pancreas while using GATTEX,your healthcare provider should stop GATTEX. If you get other types of cancers,you and your healthcare provider should discuss the risks and benefits of usingGATTEX. Polyps in the colon (large intestine) Polyps are growths on the inside of the colon. Your healthcare provider willhave your colon checked for polyps within 6 months before starting GATTEX andhave any polyps removed. To keep using GATTEX, your healthcare provider should have your colon checkedfor new polyps at the end of 1 year of using GATTEX. If no polyp is found, yourhealthcare provider should check you for polyps as needed and at least every 5years and have any new polyps removed. If cancer is found in a polyp, yourhealthcare provider should stop GATTEX. Blockage of the bowel (intestines) A bowel blockage keeps food, fluids, and gas from moving through the bowels inthe normal way. Tell your healthcare provider if you have any of these symptomsof a bowel blockage: • trouble having a bowel movement or passing gas • stomach area (abdomen) pain or swelling • nausea • vomiting • swelling and blockage of your stoma opening, if you have a stoma If blockage is found, your healthcare provider may temporarily stop GATTEX. Swelling (inflammation) or blockage of your gallbladder or pancreas Your healthcare provider will do tests to check your gallbladder and pancreaswithin 6 months before starting GATTEX and at least every 6 months while youare using GATTEX. Tell your healthcare provider right away if you get stomacharea (abdomen) pain and tenderness, chills, fever, change in your stools,nausea, vomiting, dark urine, or yellowing of your skin or the whites of eyes. Fluid overload Your healthcare provider will check you for too much fluid in your body. Toomuch fluid in your body may lead to heart failure, especially if you have heartproblems. Tell your healthcare provider if you get swelling in your feet andankles, you gain weight very quickly (water weight), or you have troublebreathing. The most common side effects of GATTEX include: • stomach area (abdomen) pain or swelling • skin reaction where the injection was given • nausea • headache • cold or flulike symptoms • vomiting Tell your healthcare provider if you have any side effect that bothers you orthat does not go away. What should I tell my healthcare provider before using GATTEX? Tell your healthcare provider if you: • Have cancer or a history of cancer • Have or had polyps anywhere in your bowel (intestines) or rectum • Have heart problems • Have high blood pressure • Have problems with your gallbladder, pancreas, kidneys • Have any other medical condition • Are pregnant or planning to become pregnant. It is not known if GATTEX willharm your unborn baby. Tell your healthcare provider right away if you becomepregnant while using GATTEX. • Are breastfeeding or plan to breastfeed. It is not known if GATTEX passesinto your breast milk. You and your healthcare provider should decide if youwill use GATTEX or breastfeed. You should not do both. Tell your healthcare providers about all the medicines you take, includingprescription or over-the-counter medicines, vitamins, and herbal supplements.Using GATTEX with certain other medicines may affect each other causing sideeffects. Your other healthcare providers may need to change the dose of anyoral medicines you take while using GATTEX. Tell the healthcare provider whogives you GATTEX if you will be taking a new oral medicine. Call your doctor for medical advice about side effects. To report suspectedside effects, contact NPS Pharma at 1-855-5GATTEX (1-855-542-8839) or the FDAat 1-800-FDA-1088 or www.fda.gov/medwatch. ADDITIONAL INFORMATION AND WHERE TO FIND IT THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTEAN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL NPS PHARMA COMMONSTOCK. THE OFFER TO BUY NPS PHARMA COMMON STOCK WILL ONLY BE MADE PURSUANT TO ATENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTALAND OTHER RELATED TENDER OFFER MATERIALS). INVESTORS AND SECURITY HOLDERS AREURGED TO READ BOTH THE TENDER OFFER STATEMENT (WHICH WILL BE FILED BY ASUBSIDIARY OF SHIRE WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC)) AND THESOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THETENDER OFFER (WHICH WILL BE FILED BY NPS PHARMA WITH THE SEC) WHEN THEY BECOMEAVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMSAND CONDITIONS OF THE OFFER. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREECOPY OF THESE MATERIALS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY SHIRE ANDNPS PHARMA WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.THE TENDER OFFER STATEMENT AND RELATED MATERIALS, AND THE SOLICITATION/RECOMMENDATION STATEMENT, MAY ALSO BE OBTAINED (WHEN AVAILABLE) FOR FREE BYCONTACTING SHIRE INVESTOR RELATIONS, AT THE CONTACT INFORMATION LISTED ABOVE.NPS PHARMA WILL ALSO PROVIDE A COPY OF THESE MATERIALS WITHOUT CHARGE ON ITSWEBSITE AT WWW.NPSP.COM UNDER THE "INVESTORS" SECTION. COPIES OF THESE MATERIALS AND ANY DOCUMENTATION RELATING TO THE TENDER OFFERARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY, MAILED OR OTHERWISEFORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SOWOULD BE UNLAWFUL. SHIRE FORWARD-LOOKING STATEMENTS Statements included herein that are not historical facts are forward-lookingstatements. Such forward-looking statements involve a number of risks anduncertainties and are subject to change at any time. In the event such risks oruncertainties materialize, Shire's results could be materially adverselyaffected. The risks and uncertainties include, but are not limited to, that: * Shire's products may not be a commercial success; * revenues from ADDERALL XR and INTUNIV are subject to generic erosion; * the failure to obtain and maintain reimbursement, or an adequate level of reimbursement, by third-party payors in a timely manner for Shire's products may impact future revenues, financial condition and results of operations; * Shire conducts its own manufacturing operations for certain of its products and is reliant on third party contract manufacturers to manufacture other products and to provide goods and services. Some of Shire's products or ingredients are only available from a single approved source for manufacture. Any disruption to the supply chain for any of Shire's products may result in Shire being unable to continue marketing or developing a product or may result in Shire being unable to do so on a commercially viable basis for some period of time; * the development, approval and manufacturing of Shire's products is subject to extensive oversight by various regulatory agencies. Submission of an application for regulatory approval of any of our product candidates, such as our planned submission of a New Drug Application to the FDA for Lifitegrast, may be delayed for any number of reasons and, once submitted, may be subjected to lengthy review and ultimately rejected. Moreover, regulatory approvals or interventions associated with changes to manufacturing sites, ingredients or manufacturing processes could lead to significant delays, increase in operating costs, lost product sales, an interruption of research activities or the delay of new product launches; * the actions of certain customers could affect Shire's ability to sell or market products profitably. Fluctuations in buying or distribution patterns by such customers can adversely impact Shire's revenues, financial condition or results of operations; * investigations or enforcement action by regulatory authorities or law enforcement agencies relating to Shire's activities in the highly regulated markets in which it operates may result in significant legal costs and the payment of substantial compensation or fines; * adverse outcomes in legal matters and other disputes, including Shire's ability to enforce and defend patents and other intellectual property rights required for its business, could have a material adverse effect on Shire's revenues, financial condition or results of operations; * Shire faces intense competition for highly qualified personnel from other companies, academic institutions, government entities and other organizations. Shire is undergoing a corporate reorganization and the consequent uncertainty could adversely impact Shire's ability to attract and/or retain the highly skilled personnel needed for Shire to meet its strategic objectives; * failure to achieve Shire's strategic objectives with respect to the acquisition of ViroPharma Incorporated may adversely affect Shire's financial condition and results of operations; * Shire's proposed acquisition of NPS Pharma 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 NPS Pharma 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; * NPS Pharma 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 NPS Pharma's business may be disrupted by the proposed acquisition, including increased costs and diversion of management time and resources; * difficulties in integrating NPS Pharma 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 or NPSPharma's filings with the Securities and Exchange Commission, including theirrespective most recent Annual Reports on Form 10-K. NPS PHARMA Cautionary Note Regarding Forward-Looking Statements This communication contains forward-looking statements. These forward-lookingstatements include, without limitation, statements with respect to the tenderoffer and related transactions, including the benefits expected from theacquisition and the expected timing of the completion of the transaction. Inmany cases, you can identify forward-looking statements by terminology such as"may," "will," "should," "plan," "expect," "anticipate," "estimate," "predict,""intend," "potential" or "continue" or the negative of these terms or otherwords of similar import, although some forward-looking statements are expresseddifferently. These statements reflect our current views concerning futureevents and are based on a number of assumptions that could ultimately proveinaccurate. Important factors that could cause actual results to differmaterially from those in the forward-looking statements include: the timing ofthe filings and approvals relating to the transaction and the expected timingof the completion of the transaction; uncertainties as to the percentage of NPSPharma's stockholders tendering their shares of NPS Pharma common stock in thetender offer; the possibility that competing offers will be made; thepossibility that various closing conditions for the transaction may not besatisfied or waived, including that a governmental entity may prohibit, delayor refuse to grant approval for the consummation of the transaction that mayresult in a termination of the merger agreement; the effects of disruptioncaused by the transaction making it more difficult to maintain relationshipswith employees, collaborators, vendors and other business partners; the riskthat stockholder litigation in connection with the transaction may result insignificant costs of defense, indemnification and liability; and other risksand uncertainties discussed in NPS Pharma's filings with the SEC, including the"Risk Factors" sections of NPS Pharma's most recent annual report on Form 10-Kand subsequent quarterly reports on Form 10-Q, as well as the tender offerdocuments to be filed by a subsidiary of Shire, and the Solicitation/Recommendation Statement to be filed by NPS Pharma. These risks anduncertainties and other factors, individually or in the aggregate, could causeactual results and events to differ materially from those referred to in theforward-looking statements. NPS Pharma undertakes no obligation to update orrevise any such forward-looking statements. In Europe, Revestive is indicated for the treatment of adult patients withshort bowel syndrome who should be stable following a period of intestinaladaptation after surgery. NA HPEN Patient Registry. Oley Foundation. 1994 Powers et al., Prev. and Incid. of HPT in the USA, large cohort study, DOI10.1002/jbmr.2004, (2013) Press Release www.shire.com