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Shire warns about 'mini tender' offer from TRC Capital

Staff Writer | July 29, 2016
Shire has been notified of an unsolicited "mini-tender" offer made by TRC Capital Corporation to purchase up to 1,000,000 American Depositary Shares (ADSs) of Shire.
Takeover   $182.75 per Shire ADS in cash
Each ADS is representing three ordinary shares of Shire, at a price of $182.75 per ADS in cash. The offer is for approximately 0.33 percent of the outstanding ordinary shares of Shire.

Shire does not endorse this unsolicited mini-tender offer and recommends that ADS holders reject the offer and do not tender their ADSs in response to the offer.

ADS holders are cautioned that the mini-tender offer has been made at a price below market, representing a discount of 4.51% to the closing price of Shire ADSs on the NASDAQ Global Select Market on July 15, 2016, the last trading day before the mini-tender offer was commenced.

In addition, the offer is highly conditional. TRC Capital's offer states that it may terminate the offer if, among other things, the market price of Shire ADSs declines since the close of business on July 15, 2016.

TRC Capital has made similar unsolicited mini-tender offers for shares of other public companies.

Mini-tender offers are designed to seek less than 5% of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements applicable to most bids under U.S. securities legislation.