OREANDA-NEWS. April 19, 2016. Further to the announcement made on 11 January 2016 of the proposed combination of Shire with Baxalta Incorporated (“Baxalta”) (the “Proposed Merger” to create the “Combined Group”), Shire announces that the UK Listing Authority has approved a Class 1 Circular and a Prospectus in relation to the Proposed Merger dated 18 April 2016.

The Circular contains a notice of general meeting (the “General Meeting”) of Shire to vote on the resolutions required to approve and implement the Proposed Merger and related matters. These resolutions will require approval by a simple majority (in the case of resolutions 1 and 2, being ordinary resolutions) or 75% (in the case of resolutions 3 and 4, being special resolutions) of the Shire shareholders present and voting (in person or by proxy) at the General Meeting.

Copies of the Circular and related documents will be circulated in hard copy to those Shire shareholders who have elected to receive them in such form (and other Shire shareholders will be sent notification that the Circular and other related documents, including the Prospectus, are available online at http://investors.shire.com/shire-proposed-combination-with-baxalta).

The General Meeting will be held at 8 a.m. on 27 May 2016 at The Merrion Hotel, Merrion Street Upper, Dublin 2, Ireland.

Copies of the Circular and the Prospectus are available for inspection at Shire’s registered office at 22 Grenville Street, St Helier, Jersey JE4 8PX and at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY during normal business hours on any business day with effect from today and up to and including the conclusion of the Proposed Merger. Copies are also available for inspection on the UK Listing Authority’s National Storage Mechanism at www.morningstar.co.uk/uk/NSM.

Directorate Change

Shire is also pleased to announce the conditional appointment of Gail D. Fosler and Albert P.L. Stroucken as non-executive directors of Shire, each of whom currently serves on the Board of Baxalta. These appointments are conditional upon, and will take effect from, completion of the Proposed Merger. Following Ms. Fosler and Mr. Stroucken’s appointment, the Board of the Combined Group will comprise 12 directors, including 10 non-executive directors, a majority of whom will be independent non-executive directors.

Susan Kilsby, Chairman of Shire, commented:

Ms. Fosler and Mr. Stroucken will bring significant experience to the Shire Board, each having served as a member of the Boards of Baxalta and Baxter International Inc., as well as having distinguished personal careers. I personally look forward to working with each of them and the other members of the Shire Board to continue to deliver value to our patients, physicians, shareholders and other stakeholders as the global leader in rare diseases and other specialty conditions.”

Wayne T. Hockmeyer, Ph.D., who had previously indicated that he would be willing to serve in the role of Deputy Chairman of Shire, has elected not to serve on the Board of the Combined Group.

Wayne T. Hockmeyer, Chairman of Baxalta, commented:

“It is with significant regret that I have made the decision, due to personal and family reasons, to withdraw myself from consideration for appointment to the Board of Shire following the anticipated close of the company’s combination with Baxalta. I remain supportive and enthusiastic about the Combined Group, the talent that exists across both companies and the potential that will exist, following Completion, to help even more patients and their families.”

Ms. Kilsby further commented: 

“Speaking on behalf of the Shire Board, we respect Dr. Hockmeyer’s decision to withdraw from consideration for personal reasons and wish him well.

Details of the new Shire directors

Gail D. Fosler

Ms. Fosler is President of The GailFosler Group LLC, a strategic advisory service for global business leaders and public policy makers, which she has led since 2010. Prior to that, Ms. Fosler spent more than 20 years at The Conference Board, a global research and business membership organization, where she held several positions including President, Executive Vice President and Chief Economist. Ms. Fosler currently serves as a director of Baxalta and of Swiss Reinsurance America Corporation, and as Chairman of Deschner Corporation. Previously, Ms. Fosler served as a director of Baxter International Inc and Caterpillar Inc.

Albert P.L. Stroucken

Mr. Stroucken is Executive Chairman of Owens-Illinois Inc, a glass packaging company, having served as Chairman, President and Chief Executive Officer from 2006 until 2015. Between 1998 and 2006 Mr. Stroucken served as President and Chief Executive Officer, and then Chairman, of H.B. Fuller Company, a manufacturer of adhesives, sealants, coatings, paints and other specialty chemicals. From 1997 to 1998 he was General Manager of the Inorganics Division of Bayer AG. From 1992 to 1997 Mr. Stroucken was Executive Vice President and President of the Industrial Chemicals Division of Bayer Corporation. Mr. Stroucken currently serves as a director of Baxter International Inc and of Baxalta.

No further information is required to be disclosed in respect of the new Shire directors pursuant to Listing Rule 9.6.13R.