AbbVie outlines revised $51.3B Shire offer
AbbVie has outlined its revised proposal for Shire of $38.38 in cash and 0.8568 ordinary shares of New AbbVie for each Shire share (the Fourth Proposal). The Fourth Proposal represents an indicative value of $87.49 as of July 7, for a total of approximately $51.3 billion.
Following the June 25 announcement in which AbbVie outlined its strategic rationale and commitment regarding a combination with Shire, AbbVie and its financial adviser have met with, or spoken to, a large number of Shire shareholders, who collectively represent a majority of Shire's outstanding shares. The majority of these shareholders are longer-term holders of Shire, including the majority of Shire's largest shareholders.
The Fourth Proposal represents:
- An increase of approximately 11% and approximately a $5.1 billion increase to the indicative offer value of $79.12 per share
- An increase of $3.42 and approximately 10% in cash per Shire share
- A premium of 75% to Shire's closing share price of $50 on April 17 and approximately $22.2 billion of incremental aggregate value for Shire's shareholders
- A premium of 48% to Shire's closing share price of $59.3 on May 2 and approximately $17.1 billion of incremental aggregate value for Shire's shareholders
In addition, the revised proposal increases the ownership to be held by Shire shareholders to approximately 24% of New AbbVie. AbbVie continues to believe its stock has meaningful upside potential independent of a transaction, and New AbbVie's share price would be well-positioned to appreciate and re-rate.
Richard Gonzalez, AbbVie chairman and CEO, said, "This transaction is a combination of two leading companies with leadership positions in specialty pharmaceuticals that would create a global market leader with unique characteristics and a compelling investment thesis. AbbVie will bring greater financial strength and R&D experience to this combination that will enable both companies to reach their full potential for their shareholders and patients in need across the globe."
AbbVie strongly encourages shareholders to consider the Fourth Proposal and communicate their perspective to Shire's board in light of the July 18 "Put Up or Shut Up" deadline. AbbVie is willing to move quickly and cooperatively to engage with Shire with a view to achieving a transaction for the benefit of all shareholders.
Completion of the proposal would be subject to the approval of AbbVie shareholders and regulatory approvals, among other conditions.