Shire PLC (SHPG) filed a Form 8K - Termination of a Definitive
Agreement - with the U.S Securities and Exchange Commission on
October 20, 2014.
On October 20, 2014, Shire plc ("Shire") and AbbVie Inc., a
Delaware corporation ("AbbVie") entered into a termination
agreement (the "Termination Agreement") to terminate the
Cooperation Agreement dated July 18, 2014 among Shire and AbbVie
governing the terms of the proposed recommended offer by AbbVie for
Shire (the "Offer").
On October 15, 2014, AbbVie withdrew its recommendation of the
Offer solely as a result of the anticipated impact of the September
22, 2104 notice issued by the U.S. Department of Treasury on the
benefits that AbbVie expected from the Offer. The Offer was
conditional on the approval of AbbVie's stockholders. In light of
the AbbVie board's decision to change its recommendation and to
advise its own shareholders to vote against the Offer, Shire
believed that there was no realistic prospect that this condition
will be satisfied.
Under the terms of the Termination Agreement AbbVie will pay to
Shire the break fee of approximately $1.635 billion (the "Break
Fee") by 5.00 p.m. (London time) on 21 October 2014. The
Termination Agreement provides that Shire's right to receive the
Break Fee shall be the sole and exclusive remedy of Shire against
AbbVie for any and all losses and damages suffered in connection
with the Cooperation Agreement and the transactions and other
actions contemplated by the Cooperation Agreement. The Termination
Agreement also, among other things, contains certain restrictions
on each of Shire and AbbVie relating to the solicitation of the
other party's employees for a period of two years following the
date of the Termination Agreement.
The foregoing summary of the Termination Agreement is not
complete and is qualified in its entirety by reference to the
complete text of the Termination Agreement, which is filed as
Exhibit 2.1 to this Form 8-K and which is incorporated herein by
reference in its entirety. In addition, a copy of the Shire press
release announcing the Termination Agreement is filed as Exhibit
99.1 to this Form 8-K and is incorporated herein by reference in
its entirety.
For a description of the terms and conditions of the Cooperation
Agreement reference is made to Shire's Form 8-K filed on July 18,
2014.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/936402/000095010314007323/dp50363_8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/936402/000095010314007323/0000950103-14-007323-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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