Slaughter and May is advising Shire on its proposed US$32 billion combination with Baxalta

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.

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.

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

Harry Hecht Partner
Matthew Tobin Partner
Azadeh Nassiri Partner
Charles Osborne Associate
Claire Jeffs Partner