Statement re: AbbVie’s intention to reconsider ...

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION For immediate release 15 October 2014 Shire plc Statement re: AbbVie's intention to reconsider recommendation The Board of Shire plc (LSE: SHP, NASDAQ: SHPG) notes the announcement byAbbVie Inc. ("AbbVie") of its Board's intention to reconsider itsrecommendation of the offer for Shire. Shire confirms that overnight it received notice from AbbVie under theCooperation Agreement of the AbbVie Board's intention to consider whether towithdraw or modify its recommendation in light of the impact of the US TreasuryNotice of 22 September 2014. The Board of Shire has not been provided with a detailed analysis of AbbVie'stax assumptions and AbbVie's notice does not quantify the anticipated financialimpact of the US Treasury Notice on the combination. The Board of Shire believes that AbbVie should proceed with the recommendedoffer on the agreed terms in accordance with the Cooperation Agreement. The Board will meet to consider the current situation and a furtherannouncement will be made in due course. The Board of Shire notes that, in the event that the AbbVie Board adverselychanges its recommendation and AbbVie stockholder approval is not obtained (oranother triggering event occurs), a break fee of approximately $1.635 billionwould be payable by AbbVie to Shire. Shire will be announcing its Q3 results on 24 October 2014. Shire announcedrecord quarterly revenues in Q2 2014 and the Board confirms that Shire'strading since the end of Q2 has remained strong. Terms defined in the announcement of the recommended combination of AbbVie andShire dated 18 July 2014 bear the same meaning herein. NOTES TO EDITORS Shire enables people with life-altering conditions to lead better lives. We provide treatments in Rare Diseases, Neuroscience, Gastrointestinal andInternal Medicine and we are developing treatments for symptomatic conditionstreated by specialist physicians in other targeted therapeutic areas. Shire's product sales from continuing operations have increased from US$2,754million in the financial year to 31 December 2008 to US$4,757 million in thefinancial year to 31 December 2013, representing a five-year compound annualgrowth rate of 11.6%. Shire's Non GAAP diluted earnings per ADS have increasedfrom US$3.86 in the financial year to 31 December 2008 to US$7.66 in thefinancial year to 31 December 2013, representing a five-year compound annualgrowth rate of 14.7%. Shire's US GAAP diluted earnings per ADS have increasedfrom US$0.86 in the financial year to 31 December 2008 to US$3.53 in thefinancial year to 31 December 2013, representing a five-year compound annualgrowth rate of 32.7%. CONTACTS Shire Stephanie Fagan +1 201 572 9581 FTI Consulting (Media Adviser to theCompany) Ben Atwell (London) +44 20 3727 1000 Evercore (Financial Adviser to the Company) Francois Maisonrouge +44 20 7653 6000 Edward Banks Morgan Stanley (Financial Adviser to theCompany) Michele Colocci +44 20 7425 8000 Colm Donlon Peter Moorhouse (Corporate Broking) Deutsche Bank (Financial Adviser to theCompany) Nick Bowers (Corporate Broking) +44 20 7545 8000 Ben Lawrence (Corporate Broking) Citi (Financial Adviser to the Company) Christopher Hite +1 212 816 1818 Goldman Sachs (Financial Adviser to theCompany) Raj Shah +44 20 7774 1000 A copy of this announcement will be available at www.shire.com. The content ofthe website referred to in this announcement is not incorporated into and doesnot form part of this announcement. FURTHER INFORMATION Evercore Partners International LLP ("Evercore"), which is authorised andregulated in the United Kingdom by the Financial Conduct Authority, is actingas financial adviser exclusively for Shire and no one else in connection withthe matters referred to in this announcement and will not regard any otherperson as its client in relation to the matters referred to in thisannouncement and will not be responsible to anyone other than Shire forproviding the protections afforded to clients of Evercore, nor for providingadvice in relation to the matters referred to in this announcement. Morgan Stanley & Co. International plc, which is authorised by the PrudentialRegulation Authority and regulated by the Financial Conduct Authority and thePrudential Regulation Authority in the United Kingdom, is acting as financialadviser to Shire and no one else in connection with the matters referred to inthis announcement. In connection with such matters, Morgan Stanley & Co.International plc, its affiliates and its and their respective directors,officers, employees and agents will not regard any other person as theirclient, nor will they be responsible to any other person other than Shire forproviding the protections afforded to their clients or for providing advice inconnection with the contents of this announcement or any other matter referredto herein. Citigroup Global Markets Limited, which is authorised by the PrudentialRegulation Authority and regulated by the Financial Conduct Authority and thePrudential Regulation Authority, each in the United Kingdom, is acting asfinancial adviser to Shire and for no one else in connection with the mattersset out in this announcement. In connection with such matters, Citigroup GlobalMarkets Limited, its affiliates and its and their respective directors,officers, employees and agents will not regard any other person as theirclient, nor will they be responsible to anyone other than Shire for providingthe protections afforded to its clients or for providing advice in connectionwith the contents of this announcement or any matter referred to herein. Goldman Sachs International, which is authorised by the Prudential RegulationAuthority and regulated by the Financial Conduct Authority and the PrudentialRegulation Authority in the United Kingdom, is acting as financial adviser toShire and no one else in connection with the matters referred to in thisannouncement. In connection with such matters Goldman Sachs International, itsaffiliates and its and their respective directors, officers, employees andagents will not regard any other person as their client, nor will they beresponsible to anyone other than Shire for providing the protections affordedto clients of Goldman Sachs International, or for giving advice in connectionwith the contents of this announcement or any other matter referred to herein. Deutsche Bank AG is authorised under German Banking Law (competent authority:BaFIN - Federal Financial Supervisory Authority). Deutsche Bank AG, LondonBranch is further authorised by the Prudential Regulation Authority and issubject to limited regulation by the Financial Conduct Authority and PrudentialRegulation Authority. Deutsche Bank is acting as financial adviser to Shire andno one else in connection with the contents of this Announcement and will notbe responsible to anyone other than Shire for providing the protectionsafforded to its clients or for providing advice in connection with the contentsof this Announcement or any matter referred to herein.