Shire Offers To Acquire Baxalta For $45.23/share - Quick Facts

(RTTNews) - British Pharmaceutical company Shire plc (SHPG, SHP.L) confirmed that it has made a proposal to acquire Baxalta Inc. (BXLT) on July 10, 2015, to combine the companies in an all-stock transaction valued at about $30 billion.

Under the offer, Baxalta shareholders would receive 0.1687 Shire ADRs for each Baxalta share. The proposal implies a value of $45.23 per Baxalta share and represents a 36 percent premium over Baxalta's stock price as of August 3, 2015. However, Baxalta has declined to engage in substantive discussions regarding the proposal.

The proposed transaction would be structured as an all-stock transaction to maintain the tax-free nature of Baxalta's July 1, 2015, spinoff from Baxter. Baxalta shareholders would own about 37 percent of the combined Shire group. The proposal represents a total enterprise value of $33.9 billion.

Together, Baxalta and Shire are projected to deliver product sales of $20 billion in 2020, advancing the combined pipeline and bringing innovative new therapies to market for patients with rare, often life-threatening, diseases and conditions.

Promptly after the close, Shire would initiate a share buy-back program to repurchase up to 13 percent of the combined post-transaction shares outstanding within two years. This will enhance the earnings accretion of the transaction while maintaining financial flexibility and an investment-grade credit profile.