Slaughter and May is advising Shire plc in relation to its agreed combination with Baxalta Incorporated. The combination will create a global biotechnology company with a leading global position in rare diseases, projected to deliver double-digit top-line growth with over US$20 billion in annual revenues by 2020.
Under the agreement, Baxalta shareholders will receive US$18.00 in cash and 0.1482 Shire ADS per Baxalta share. Based on Shire’s closing ADS price on 8 January, 2016, this implies a total current value of US$45.57 per Baxalta share, representing an aggregate consideration of approximately US$32 billion. The exchange ratio is based on Shire’s 30-day trading day volume weighted average ADS price of US$199.03 as of 8 January, 2016, which implies a total value of US$47.50 per Baxalta share.
The value of the offer, as of Shire’s 8 January, 2016, closing ADS price, represents a premium of approximately 37.5% to Baxalta’s unaffected share price on 3 August, 2015, the day prior to the public announcement of Shire’s initial offer for Baxalta. This will provide Baxalta shareholders with approximately 34% ownership in the combined company. The parties expect the transaction to close mid-2016.
Slaughter and May is advising Shire plc in relation to its agreed combination with Baxalta Incorporated. The combination will create a global biotechnology company with a leading global position in rare diseases, projected to deliver double-digit top-line growth with over US$20 billion in annual revenues by 2020.
Under the agreement, Baxalta shareholders will receive US$18.00 in cash and 0.1482 Shire ADS per Baxalta share. Based on Shire’s closing ADS price on 8 January, 2016, this implies a total current value of US$45.57 per Baxalta share, representing an aggregate consideration of approximately US$32 billion. The exchange ratio is based on Shire’s 30-day trading day volume weighted average ADS price of US$199.03 as of 8 January, 2016, which implies a total value of US$47.50 per Baxalta share.
The value of the offer, as of Shire’s 8 January, 2016, closing ADS price, represents a premium of approximately 37.5% to Baxalta’s unaffected share price on 3 August, 2015, the day prior to the public announcement of Shire’s initial offer for Baxalta. This will provide Baxalta shareholders with approximately 34% ownership in the combined company. The parties expect the transaction to close mid-2016.
CONTACTS
Corporate and Commercial: Martin Hattrell (partner), Adam Eastell (partner), Harry Hecht (associate), Hector Sants (associate); Financing: Matthew Tobin (partner), Azadeh Nassiri (partner), Mace Gorringe (associate), Andy Williams (associate); Tax: Tony Beare (partner), Charles Osborne (associate); Competition: Claire Jeffs (partner), Elena Prattent (associate), Tina Zhuo (associate)
Ropes & Gray and Cravath, Swaine, & Moore are also advising Shire. Kirkland & Ellis is acting as transaction counsel and Jones Day is acting as regulatory counsel to Baxalta.
