Shire urges Baxalta to enter talks after $30.6bn offer declined
Shire has been rebuffed after making an all-stock takeover approach for newly spun-out Baxalta at $45.23 per share, which values the deal at roughly $30.6bn.
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Shire claimed the combination, which would have given Baxalta shareholders approximately 37% of the combined Shire group, would generate immediate shareholder value and accelerate the growth plans of both companies.
Bleeding disorders and immune deficiencies specialist Baxalta only completed its spin-off from Baxter International on 1 July, with its former parent still retaining a stake of about 24%.
Shire pledged to begin a share buy-back programme to repurchase up to 13% of the combined post-transaction shares outstanding within two years.
Shire chairman Susan Kilsby said: “Our board unanimously supports this combination with Baxalta. Following thorough analysis and discussion, our board concluded that this proposed transaction will deliver significant value for shareholders.
"We urge Baxalta to engage with us to create a stronger combined company that will benefit all of our stakeholders.”
Flemming Ornskov, Shire's chief executive, said: “We believe the proposed combination of Shire and Baxalta would be strategically and financially attractive for both of our companies, accelerating our respective growth ambitions and creating the leading global biotech company in rare diseases."
"The combined entity would have the opportunity to create significant shareholder value in one of the most attractive and fastest growing segments in healthcare."
He said the merged company would deliver $20bn in product sales by 2020, with the financial and operational firepower to fuel further innovation and growth in the area of rare diseases.
"It is our strong preference to immediately enter into a negotiated transaction to explore the full potential of the proposed combination and finalize the terms of an agreement.”
The proposed transaction would be structured as an all-stock transaction to maintain the tax-free nature of Baxalta’s spin-off from Baxter.
In 2014, Baxalta had net sales of $6bn and net income from continuing operations of $1.2bn.