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Baxalta, Shire merger approved by shareholders

Wednesday, June 1, 2016

Baxalta has announced the results of a vote on the proposals identified in the definitive proxy statement/prospectus, dated April 18, 2016, at a special meeting of shareholders relating to the proposed combination with Shire. Baxalta shareholders approved the definitive merger agreement with Shire, dated as of January 11, 2016, and the merger transaction, with approximately 76.9% of shares outstanding cast in favor of the proposal, which represents approximately 98.9% of the votes cast at the meeting.

Shire shareholders of approximately 93.8% of the votes cast voted in favor of the adoption of the merger agreement with Baxalta. This represents approximately 75.5% of Shire’s total outstanding shares of common stock as of 8:00 a.m. (London time) on May 25, 2016, the record date for the special meeting.

As announced on January 11, 2016, Baxalta and Shire entered into a definitive merger agreement pursuant to which Shire would acquire Baxalta in a stock and cash transaction. Baxalta stockholder approval and Shire shareholder approval are conditions to the merger. The completion of the transaction remains subject to certain other closing conditions, but the companies expect that this transaction will be completed on or about June 3, 2016.

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