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Age : 60
Public asset : 9,425,175 USD
Biography : Currently, Olivier Jean Bohuon holds the position of Chief Executive Officer & Director at Smith & N

Shire plc Scheme Becomes Effective

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01/08/2019 | 02:16am EDT
TIDMSHP 
 
 
   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, 
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO 
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
   FOR IMMEDIATE RELEASE 
 
   JANUARY 8, 2019 
 
   RECOMMENDED OFFER 
 
   for 
 
   SHIRE PLC 
 
   by 
 
   TAKEDA PHARMACEUTICAL COMPANY LIMITED 
 
   Scheme becomes effective 
 
   On May 8, 2018, Shire plc ("Shire") and Takeda Pharmaceutical Company 
Limited ("Takeda") announced that they had reached agreement on the 
terms of a recommended cash and share offer to be made by Takeda for the 
entire issued and to be issued share capital of Shire (the 
"Acquisition"). The Acquisition is being effected by means of a scheme 
of arrangement under Article 125 of the Companies (Jersey) Law 1991 (as 
amended) (the "Scheme"). 
 
   On January 3, 2019, Shire announced that the Royal Court of Jersey had 
sanctioned the Scheme at the Court Sanction Hearing held on January 3, 
2019. 
 
   Shire is pleased to announce that, following the delivery of the Court 
order to the registrar of companies in Jersey today, the Scheme has now 
become effective in accordance with its terms and the entire issued and 
to be issued share capital of Shire is now owned by Takeda. 
 
   As the Scheme has now become effective, Shire duly announces that the 
following directors of Shire have tendered their resignations: 
 
   Susan Kilsby (Non-Executive Director, Chairman); 
 
   Flemming Ornskov, MD, MPH (Chief Executive Officer and Executive 
Director); 
 
   Thomas Dittrich (Chief Financial Officer and Executive Director); 
 
   Olivier Bohuon (Senior Non-Executive Independent Director); 
 
   Ian Clark (Non-Executive Director); 
 
   Gail Fosler (Non-Executive Director); 
 
   Steven Gillis, PhD (Non-Executive Director); 
 
   David Ginsburg, MD (Non-Executive Director); 
 
   Sara Mathew (Non-Executive Director); and 
 
   Albert Stroucken (Non-Executive Director). 
 
   Following the approval by Takeda Shareholders of the Takeda Director 
Appointment Resolutions at the Takeda Extraordinary General Meeting held 
on December 5, 2018, Takeda has appointed Olivier Bohuon, Ian Clark and 
Steven Gillis to the Takeda Board effective as of today's date. 
 
   Shire also announces that Flemming Ornskov will be retained by Shire as 
an employee to act in an advisory capacity to the Chief Executive 
Officer of Takeda for a fixed term of three months ending on March 31, 
2019 and that Thomas Dittrich will be retained by Shire as an employee 
to act in an advisory capacity to the Chief Financial Officer of Takeda 
until March 3, 2019. Save in respect of their entitlement to equity 
awards, which will no longer apply following the Scheme Effective Time, 
Flemming Ornskov and Thomas Dittrich shall be engaged on substantively 
the same terms as their existing service agreements with Shire, as 
summarised in Part VIII (Additional Information) of the scheme document 
published on November 12, 2018 in relation to the Acquisition (the 
"Scheme Document"). 
 
   A Scheme Shareholder on the register of members of Shire at the Scheme 
Record Time, being 6.00 p.m. on January 4, 2019, will be entitled to 
receive $30.33 in cash and either 0.839 New Takeda Shares or 1.678 New 
Takeda ADSs for each Scheme Share held. Settlement of the consideration 
to which any Scheme Shareholder is entitled will be effected as set out 
in the Scheme Document. 
 
   Applications have been made to the UK Listing Authority and the London 
Stock Exchange in relation to the de-listing of Shire Shares from the 
premium listing segment of the Official List and the cancellation of the 
admission to trading of Shire Shares on the London Stock Exchange's main 
market for listed securities which are expected to take place at 8.00 
a.m. (London time) on January 9, 2019. Further applications have been 
made or will be made to de-list the Shire ADSs from NASDAQ, which is 
expected to take effect by 9.30 a.m. (New York time) on January 9, 2019. 
 
   Unless otherwise defined, all capitalised terms in this announcement 
(the "Announcement") shall have the meaning given to them in the Scheme 
Document. 
 
   Enquiries: 
 
 
 
 
Shire                                                      Citigroup Global Markets Limited 
 Christoph Brackmann (Investor Relations)                   (joint financial adviser to Shire) 
 christoph.brackmann@shire.com                              (US) Chris Hite 
 +41 41 288 41 29                                           +1 212 816 6000 
 Scott Burrows (Investor Relations)                         Cary Kochman 
 scott.burrows@shire.com                                    (UK) Jan Skarbek 
 +41 41 288 41 95                                           Andrew Seaton (Corporate Broking) 
 Sun Kim (Investor Relations)                               +44 207 986 4000 
 sun.kim@shire.com 
 +1 617 588 8175 
 Katie Joyce (Media) 
 kjoyce@shire.com 
 +1 781 482 2779 
Goldman Sachs International                                Morgan Stanley & Co. International plc 
 (joint financial adviser to Shire)                         (joint financial adviser to Shire) 
 Anthony Gutman                                             Clint Gartin 
 Robert King                                                Philippe Gallone 
 Nick Harper                                                David Kitterick 
 +44 207 774 1000                                           Peter Moorhouse (Corporate Broking) 
                                                            +44 207 425 8000 
FTI Consulting 
 (communications support to Shire) 
 Ben Atwell 
 Brett Pollard 
 +44 (0) 203 727 1000 
Takeda                                                     Evercore 
 Elissa Johnsen (Media -- outside of Japan)                 (joint financial adviser to Takeda) 
 elissa.johnsen@takeda.com                                  (US) Will Hiltz 
 +1 224 554 3185                                            John Honts 
 Kazumi Kobayashi (Media -- within Japan)                   +1 212 857 3100 
 Kazumi.kobayashi@takeda.com                                (UK) Julian Oakley 
 +81 3 3278 2095                                            +44 207 653 6000 
 Tsuyoshi Tada (Media -- within Japan) 
 tsuyoshi.tada@takeda.com 
 +81 3 3278 2417 
 Takashi Okubo (Investor Relations) 
 takeda.ir.contact@takeda.com 
 +81 3 3278 2306 
J.P. Morgan Cazenove                                       Nomura 
 (joint financial adviser to Takeda)                        (joint financial adviser to Takeda) 
 Michele Colocci                                            Akira Kiyota 
 Dwayne Lysaght                                             Paolo Cicchine 
 James Mitford                                              Andrew McNaught 
 James Robinson                                             Oliver Tucker 
 +44 207 742 4000                                           +44 207 102 1000 
Finsbury 
 (communications support to Takeda) 
 (UK) James Murgatroyd / Rollo Head / Anjali Unnikrishnan 
 +44 207 251 3801 
 (US) Kal Goldberg / Chris Ryall 
 +1 646 805 2000 
 
 
   Further Information 
 
   This Announcement is provided for information purposes only. It is not 
intended to and does not constitute, or form part of, an offer, 
invitation or the solicitation of an offer to purchase, otherwise 
acquire, subscribe for, exchange, sell or otherwise dispose of any 
securities, or the solicitation of any vote or approval in any 
jurisdiction, pursuant to the Acquisition or otherwise nor will there be 
any sale, issuance, exchange or transfer of securities of Shire or 
Takeda pursuant to the Acquisition or otherwise in any jurisdiction in 
contravention of applicable law. 
 
   Restricted Jurisdictions 
 
   The release, publication or distribution of this Announcement in 
jurisdictions other than the United Kingdom and Jersey may be restricted 
by law and therefore any persons into whose possession this Announcement 
comes who are subject to the laws of any jurisdiction other than the 
United Kingdom and Jersey should inform themselves about, and observe, 
any applicable requirements. In particular, the ability of persons who 
are not resident in the United Kingdom or Jersey to vote their Shire 
Shares with respect to the Scheme at the Court Meeting, to execute and 
deliver forms of proxy appointing another to vote at the Court Meeting 
on their behalf or to hold or vote Takeda Shares may be affected by the 
laws of the relevant jurisdiction in which they are located. Any failure 
to comply with such requirements may constitute a violation of the 
securities laws of any such jurisdiction. To the fullest extent 
permitted by applicable law, the companies and other persons involved in 
the Acquisition disclaim any responsibility or liability for any 
violation of such restrictions by any person. 
 
   This Announcement has been prepared for the purpose of complying with 
Jersey law, the Takeover Code, the Market Abuse Regulation and the 
Disclosure and Transparency Rules and the information disclosed may not 
be the same as that which would have been disclosed if this Announcement 
had been prepared in accordance with the laws and regulations of 
jurisdictions outside Jersey. 
 
   Further details in relation to Shire Shareholders who are resident in, 
ordinarily resident in, or citizens of, jurisdictions outside the United 
Kingdom and Jersey is contained in the Scheme Document. 
 
   Medical information 
 
   This Announcement contains information about products that may not be 
available and in all countries, or may be available under different 
trademarks, for different indications, in different dosages, or in 
different strengths. Nothing contained herein should be considered a 
solicitation, promotion or advertisement for any prescription drugs, 
including the ones under development. 
 
   No profit forecasts or estimates 
 
   Unless expressly stated otherwise, nothing in this Announcement 
(including any statement of estimated synergies) is intended as a profit 
forecast or estimate for any period and no statement in this 

(MORE TO FOLLOW) Dow Jones Newswires

01-08-19 0215ET

Stocks mentioned in the article
ChangeLast1st jan.
SHIRE 2.42% 4690 End-of-day quote.0.00%
TAKEDA PHARMACEUTICAL CO LTD -0.27% 3750 End-of-day quote.3.59%
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