Baxalta Confirms Receipt of Highly Conditional, Unsolicited Proposal From Shire

Baxalta has confirmed receipt from Shire of a highly conditional, unsolicited proposal to acquire all of the outstanding common shares of Baxalta in an all-stock transaction under which Baxalta shareholders would receive for each Baxalta share 0.1687 Shire ADRs.

Baxalta noted that it received this same proposal privately on 10 July 2015. In accordance with its fiduciary duties, Baxalta’s Board of Directors, in consultation with its financial and legal advisors, carefully reviewed the proposal and unanimously determined that it is not in the best interests of Baxalta or its shareholders.

“The Board today reaffirmed its conclusion that Shire’s proposal significantly undervalues Baxalta and its attractive prospects for growth and value creation, and that a merger at this time would be severely disruptive at this very early stage of Baxalta’s existence as a public company and presents a significant and real risk to value creation for our shareholders,” said Wayne T. Hockmeyer, Chairman of the Board of Baxalta.