Update re: AbbVie Proposal

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. This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers. For immediate release 14 July 2014 Shire plc Update re: AbbVie Proposal Shire plc ("Shire" or the "Company") (LSE: SHP, NASDAQ: SHPG) announces thatfollowing discussions with AbbVie Inc. ("AbbVie"), Shire requested and hasreceived a further revised proposal from AbbVie on 13 July 2014 (the "RevisedProposal"). The Revised Proposal comprises £24.44 in cash and 0.8960 shares of new AbbVieper Shire share. Based on the AbbVie share price on 11 July 2014, AbbVie'sRevised Proposal has an indicative value of £53.20 per Shire share(1). Underthe Revised Proposal, Shire shareholders would own approximately 25 per cent ofthe combined new AbbVie. The Board of Shire has indicated to AbbVie that it would be willing torecommend an offer at the level of the Revised Proposal to Shire shareholderssubject to satisfactory resolution of the other terms of the offer.Accordingly, the Board is in detailed discussions with AbbVie in relation tothese terms. The Revised Proposal remains subject to the pre-conditions set by AbbVie on 8July 2014 including due diligence and the recommendation of the Board of Shire. There can be no certainty that any firm offer will be made. This statement is being made by Shire with the agreement of AbbVie. A further update will be provided when appropriate. Notes (1) Based on AbbVie's closing share price of US$54.96 (and an exchange rate ofUS$1.00:£0.5840) on 11 July 2014, the latest practicable date before thisannouncement. Whilst the cash and share mix of the Revised Proposal has an indicative valueof £53.20 per Shire share as of 11 July 2014, under Rule 2.5 of the Code anyfirm offer announced by AbbVie under Rule 2.7 of the Code will, at the date ofits announcement, need to be equivalent, on a per Shire share basis, to notless than the higher of: * £46.26; or * The aggregate of £24.44 and the value of 0.8960 AbbVie shares at the closing price and relevant $/£ exchange rate on the latest practicable date before AbbVie announces any such firm intention to make an offer under Rule 2.7, (such higher amount being, the "Floor Price"). AbbVie reserves the right to introduce other forms of consideration and/or varythe mix of consideration and to make an offer at any time for less than theequivalent of the Floor Price for each Shire share: * With the agreement or recommendation of the Shire Board; or * Following the announcement by Shire of a whitewash transaction pursuant to the Code. 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, such asOphthalmology. 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%. www.SNOW.com CONTACTS ShireStephanie Fagan +1 201 572 9581 FTI Consulting (Media Adviser to the Company)Andrew Lorenz (London) +44 77 7564 1807Ben Atwell (London) +44 20 3727 1000David B. Roady (New York) +1 212 850 5600Robert Stanislaro (New York) +1 212 850 5600 Citi (Financial Adviser to the Company)Christopher Hite +1 212 816 1818Jan Skarbek +44 20 7986 4000 Deutsche Bank (Financial Adviser to the Company)Nick Bowers (Corporate Broking) +44 20 7545 8000Ben Lawrence (Corporate Broking) Evercore (Financial Adviser to the Company)Francois Maisonrouge +44 20 7653 6000Edward Banks Goldman Sachs (Financial Adviser to the Company)Anthony Gutman +44 20 7774 1000Raj Shah Morgan Stanley (Financial Adviser to the Company)Michele Colocci +44 20 7425 8000Colm DonlonPeter Moorhouse (Corporate Broking) 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. NON GAAP MEASURES * The announcement contains financial measures not prepared in accordance with US GAAP. * These Non GAAP financial measures are used by Shire's management to make operating decisions because they facilitate internal comparisons of the Company's performance to historical results and to competitors' results. They should not be considered in isolation from, as substitutes for, or superior to financial measures prepared in accordance with US GAAP. * The following items are excluded from these Non GAAP financial measures: * + Amortization and asset impairments: + o Intangible asset amortization and impairment charges; and o Other than temporary impairment of investments. + Acquisitions and integration activities: + o Upfront payments and milestones in respect of in-licensed and acquired products; o Costs associated with acquisitions, including transaction costs, and fair value adjustments on contingent consideration and acquired inventory; o Costs associated with the integration of companies; and o Non-controlling interest in consolidated variable interest entities. + Divestments, re-organizations and discontinued operations: + o Gains and losses on the sale of non-core assets; o Costs associated with restructuring and re-organization activities; o Termination costs; and o Income / (losses) from discontinued operations. + Legal and litigation costs: + o Net legal costs related to the settlement of litigation, government investigations and other disputes (excluding internal legal team costs). * A reconciliation of these Non GAAP financial measures to the most directly comparable measure under US GAAP can be found within the Investor's section on Shire's website at www.shire.com. 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