Mergers and Acquisitions

* On January 24, 2014, Shire has announced the successful completion of the tender offer for all of the outstanding shares of ViroPharma. The tender offer expired at midnight, New York City time, on Thursday, January 23, 2014 (one minute after 11:59 p.m., New York City time, on January 23, 2014), and was not extended. As of midnight on January 23, 2014, approximately 53,745,956 common shares of ViroPharma (excluding 3,597,087 common shares of ViroPharma guaranteed to be delivered within the next three NASDAQ trading days) had been validly tendered and not withdrawn pursuant to the tender offer, representing approximately 79.5% of the outstanding common shares of ViroPharma.  All shares that were validly tendered and not withdrawn have been accepted for payment. Later today, Shire expects to complete the merger of ViroPharma with one of its subsidiaries, and, in connection with the merger, all remaining common shares of ViroPharma (excluding shares held by ViroPharma, Shire or certain of their respective subsidiaries or holders who have properly demanded appraisal rights under Delaware law) will be converted into the right to receive $50 per share in cash, the same price that was paid in the tender offer. Following completion of the merger, ViroPharma will become a wholly owned subsidiary of Shire and its shares will cease to be traded on NASDAQ.

* On January 15, 2014, Shire has announced that it has waived the Office of Fair Trading (OFT) approval condition to the announced tender offer for all of the outstanding shares of ViroPharma. As a result of the waiver, the transaction is no longer conditional on OFT approval, and Shire expects to complete the tender offer on January 24, 2014 following the currently scheduled expiration time, subject to the satisfaction of all of the remaining conditions to the tender offer.   The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) expired on December 10, 2013. The tender offer is scheduled to expire at midnight, New York City time, on Thursday, January 23, 2014 (one minute after 11:59 p.m., New York City time, on January 23, 2014).

* On December 27, 2013,  Shire has announced that it has extended the expiration of its previously announced tender offer by a wholly owned subsidiary of Shire for all of the outstanding common shares of ViroPharma  until midnight, New York City time, on Thursday, January 9, 2014 (one minute after 11:59 p.m., New York City time, on January 9, 2014).  The tender offer had previously been scheduled to expire at 6:00 p.m., New York City time, on Thursday, December 26, 2013.  All of the other terms and conditions of the tender offer remain unchanged. As of 6:00 p.m. on December 26, 2013, approximately 50,217,259 common shares of ViroPharma (excluding 2,128,506 common shares of ViroPharma guaranteed to be delivered within the next three NASDAQ trading days) had been validly tendered and not withdrawn pursuant to the tender offer, representing approximately 76 percent of the outstanding common shares of ViroPharma.

* On November 11, 2013, Shire and ViroPharma have announced that their Boards of Directors have unanimously approved, and the companies have entered into, a merger agreement pursuant to which Shire will acquire all the outstanding shares of the rare disease company ViroPharma for $50 per share in cash. 

ViroPharma is a rare disease company with Cinryze®, a product for prophylactic treatment of HAE, as well as a number of other marketed products and a pipeline of product candidates in the rare disease space. ViroPharma generated total worldwide net revenues of $428 million in 2012. Total worldwide net revenues are forecast by ViroPharma to be in the range of $445 million to $465 million in 2013. ViroPharma’s portfolio of marketed products also includes Plenadren® (hydrocortisone modified release) for adrenal insufficiency in adults and Buccolam® (midazolam oromucosal solution) for the treatment of prolonged seizures in infants, children and adolescents. Both products have been recently launched in major European countries.