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PLShire to Acquire NPS Pharma as Further Step in Building a Leading Biotech

Geschrieben am 11-01-2015

Dublin And Bedminster, New Jersey (ots/PRNewswire) -

Transaction valued at $5.2 billion

Enhances growth profile

Shire plc and NPS Pharmaceuticals, Inc. today announced that the
companies have entered into a merger agreement pursuant to which
Shire will acquire all the outstanding shares of NPS Pharma for
$46.00 per share in cash, for a total consideration of approximately
$5.2 billion. Shire will accelerate the growth of NPS Pharma's
innovative portfolio through its market expertise in gastrointestinal
(GI) disorders, core capabilities in rare disease patient management,
and global footprint. The transaction has been approved unanimously
by the Boards of Directors of both Shire and NPS Pharma.

NPS Pharma is a rare disease-focused biopharmaceutical company and
its first product, GATTEX(R)/REVESTIVE(R) (teduglutide [rDNA origin])
for injection, is approved in the United States and Europe[1] to
treat adults with short bowel syndrome (SBS) who are dependent on
parenteral support. NPS Pharma also has a registration phase product,
NATPARA(R)/NATPAR(R) (rhPTH [1-84]) for the treatment of
hypoparathyroidism (HPT).

The $46.00 per share price in the transaction represents a 51%
premium to NPS Pharma's unaffected share price of $30.47 on December
16, 2014.

Transaction highlights


- Excellent strategic fit; strengthens Shire's focus on rare diseases while
leveraging industry-leading GI commercial capabilities and global footprint
- Shire anticipates enhanced revenue and earnings growth profile
- Adds innovative product portfolio with multiple growth catalysts:
- GATTEX/REVESTIVE (teduglutide [rDNA origin]) with growing sales for the
treatment of adults with SBS, a rare GI condition
- NATPARA/NATPAR (rhPTH [1-84]), if approved, would be the only
bioengineered hormone replacement therapy for use in the treatment of HPT, a rare
endocrine disease
- Shire expects transaction to be accretive to Non GAAP EPS from 2016 onward
- Acquisition to be effected by a tender offer and funded from Shire's cash
resources, as well as existing and new bank facilities
- Conference call for investors today (full details below)


--------------------------------------------------

1. In Europe, Revestive is indicated for the treatment of adult
patients with short bowel syndrome who should be stable following a
period of intestinal adaptation after surgery.

Shire's Chief Executive Officer, Flemming Ornskov, MD, MPH,
commented:

"The acquisition of NPS Pharma is a significant step in advancing
Shire's strategy to become a leading biotechnology company. With our
global strength and expertise in both rare diseases and GI, Shire is
uniquely positioned to drive the continued success of
GATTEX/REVESTIVE, and, if approved, commercialize NPS Pharma's
pipeline compound NATPARA/NATPAR.

"We look forward to accelerating the growth of the NPS Pharma
portfolio based on our proven track record of maximizing value from
acquired assets and commercial execution. The NPS Pharma organization
will be a welcome addition to Shire as we continue to help transform
the lives of patients with rare diseases."

Francois Nader, MD, President, Chief Executive Officer and
Director of NPS Pharma, stated:

"Shire shares NPS Pharma's commitment to patients with rare
diseases. We believe that joining our two companies will drive value
for shareholders and ensure we continue to transform the lives of
patients with short bowel syndrome, hypoparathyroidism, and autosomal
dominant hypocalcemia worldwide. I am confident that this transaction
will accelerate our ambition of creating a world where every person
living with a rare disease has a therapy. I would like to thank all
of our employees for their continued outstanding contributions and
steadfast commitment to the patients we serve."

Information on NPS Pharma

NPS Pharma is a commercial-stage rare disease-focused
biopharmaceutical company, whose first product, GATTEX (teduglutide
[rDNA origin]) for injection, has been launched in the U.S. to treat
adults with short bowel syndrome (SBS). NPS Pharma is in the process
of launching the product in Europe under the trade name REVESTIVE.
NPS Pharma's second product rhPTH [1-84] (NATPARA in the U.S. /
NATPAR in Europe) is currently under review in the U.S. and Europe
for the treatment for hypoparathyroidism (HPT). NPS Pharma has an
ongoing Phase 2a study evaluating its lead pipeline candidate NPSP795
for the treatment of adults with autosomal dominant hypocalcemia. NPS
Pharma has an operational presence in the U.S., Canada, Europe, Latin
America and Japan. The value of NPS Pharma's gross assets were $282.2
million with net assets totaling $130.9 million as of September 30,
2014. NPS Pharma's losses before tax for the three and nine month
periods ending September 30, 2014 were $1.9 million and $6.2 million,
respectively.

Information on GATTEX/REVESTIVE

In the United States, GATTEX (teduglutide [rDNA origin]) for
injection is approved for the long-term treatment of adults with
short bowel syndrome (SBS) who need parenteral support. GATTEX is the
first analog of GLP-2 approved to treat SBS, a disease which may
require patients to get their nutrition intravenously through a
central line.

SBS is a condition in which a large portion of the intestine has
been removed by surgery. As a result, people can't absorb enough
nutrients or fluids from food and liquids to maintain good health. It
can also be caused by disease or injury that prevents the small
intestine from functioning properly despite normal length. To make up
for the inadequate absorption, intravenous (IV) feeding (parenteral
support) may be prescribed to help the patient stay healthy.

In the U.S., approximately 6,000-7,000 SBS patients are dependent
on parenteral support with a similar prevalence in Europe.[2]

GATTEX has received orphan drug designation from the U.S. Food and
Drug Administration (FDA) and was approved in December 2012. GATTEX
generated sales of $67.9 million in the nine months ending September
30, 2014.

In Europe, REVESTIVE has been launched in Germany and Sweden.

Information on NATPARA/NATPAR

NATPARA/NATPAR, NPS Pharma's parathyroid hormone (rhPTH [1-84])
for the treatment of hypoparathyroidism (HPT), a rare endocrine
disorder characterized by insufficient levels of parathyroid hormone
(PTH), is currently under review in the U.S. with an FDA Prescription
Drug User Fee Act (PDUFA) action date for the Biologics License
Application (BLA) on January 24, 2015. In Europe, the European
Medicines Agency (EMA) has validated and initiated its review of NPS
Pharma's marketing authorization application (MAA) for NATPAR.

HPT is a rare condition in which the parathyroid glands fail to
produce sufficient amounts of PTH or where PTH lacks biologic
activity. PTH plays a central role in a variety of critical
physiological functions in the body. In patients with HPT,
insufficient levels of PTH lead to many physiological abnormalities,
including low serum calcium and an inability to convert native
vitamin D into its active state to properly absorb dietary calcium.

In the U.S., approximately 75,000 patients are diagnosed with HPT
with 41,000 having moderate to severe disease with a similar
prevalence in EU5 (France, Germany, United Kingdom, Italy and
Spain).[3]

Acute symptoms of HPT are largely due to low serum calcium and
range from muscle pain and tingling, to lack of focus or ability to
concentrate, and anxiety and depression. In extreme cases,
life-threatening events, such as arrhythmias and seizures, may occur.
In the absence of an approved parathyroid replacement therapy, the
standard approach focuses on using large doses of calcium and active
vitamin D to increase calcium levels in the blood and reduce the
severity of symptoms. However, balancing the administration of large
doses of calcium and vitamin D is challenging due to calcium
fluctuations and the long-term use of this regimen may lead to
serious complications. In addition, calcium and vitamin D do not
correct the abnormal bone metabolism due to PTH deficiency or enable
the activation of vitamin D.

--------------------------------------------------

2. NA HPEN Patient Registry. Oley Foundation. 1994

3. Powers et al., Prev. and Incid. of HPT in the USA, large cohort
study, DOI 10.1002/jbmr.2004, (2013)

Additional value from NPS Pharma's licenced products and pipeline

NPS Pharma currently has several successful partnerships in place.
Amgen markets cinacalcet HCl as Sensipar(R) in the U.S. and as
Mimpara(R) in the EU; Janssen Pharmaceuticals markets tapentadol as
Nucynta(R) in the U.S.; and Kyowa Hakko Kirin markets cinacalcet HCI
as Regpara(R) in Japan, Hong Kong, Malaysia, Macau, Singapore, and
Taiwan.

NPS Pharma earned royalty revenues of $123.8 million for 2013 and
$89.5 million for the first nine months ending September 30, 2014.

NPS Pharma is developing teduglutide as a treatment for pediatric
SBS. NPS Pharma is currently conducting a global study for
teduglutide in pediatric patients with SBS who are dependent on
parenteral support.

NPS Pharma is also investigating NPSP795, a small molecule
antagonist of the calcium-sensing receptor, which is believed to play
a role in the distribution of PTH [1-84] throughout the body by
antagonizing calcium-sensing receptors on the parathyroid gland to
trigger a release of the body's stores of PTH [1-84]. NPSP795 is in
development as a treatment for autosomal dominant hypocalcemia (ADH).
There is no approved therapy for this ultra-rare, life-long genetic
disorder that affects both adults and children.

Financial benefit to Shire

The acquisition of NPS Pharma is expected to enhance Shire's
revenue and earnings growth profile. Shire expects the transaction to
be accretive to Non GAAP EPS from 2016 onward.

Related to the acquisition, Shire anticipates that it will realize
operating synergies beginning in 2016 and growing substantially
thereafter. Shire anticipates synergies approximating 25-35% of the
Street's consensus forecast of NPS Pharma's standalone future
operating cost base from 2017 onward.

Shire also expects that the transaction will deliver ROIC in
excess of its weighted average cost of capital.

Financing

Shire has secured an $850 million fully underwritten short-term
bank facility, which, in addition to Shire's cash and cash
equivalents and its existing $2.1 billion five-year revolving credit
facility, is available to finance the transaction and pay related
fees and expenses. Shire plans to refinance the short-term bank
facility through new debt issuances in due course.

Closing

The acquisition is structured as an all-cash tender offer for all
of the outstanding shares of NPS Pharma at a price of $46.00 per
share followed by a merger in which each remaining untendered share
of NPS Pharma common stock would be converted into the same $46.00
cash per share consideration as in the tender offer.

The closing of the transaction is subject to customary conditions,
including the tender of a majority of the outstanding NPS Pharma
shares and the receipt of Hart-Scott-Rodino clearance. Pending such
closing conditions, it is anticipated that the transaction will close
in the first quarter of 2015.

Citigroup Global Markets Limited and Lazard are acting as joint
financial advisors to Shire. Goldman, Sachs & Co. and Leerink
Partners LLC are acting as financial advisors to NPS Pharma. Davis
Polk & Wardwell LLP and Slaughter & May are acting as legal advisors
to Shire and Skadden, Arps, Slate, Meagher & Flom LLP is acting as
legal advisor to NPS Pharma.

Conference Call with CEOs from Shire and NPS Pharma

Live conference call for investors:

Flemming Ornskov, MD, MPH, Chief Executive Officer; Jeff Poulton,
Interim Chief Financial Officer; Mark Enyedy, Head of Corporate
Development and Interim General Counsel; Roger Adsett, Senior Vice
President, GI Business Unit Leader, all of Shire Pharmaceuticals; and
Francois Nader, MD, MBA, President, Chief Executive Officer and
Director, NPS Pharmaceuticals, Inc. will host a conference call for
investors and analysts today (Sunday, January 11, 2015) at 6:00 p.m.
GMT/1:00 .pm. EST/10:00 a.m. PST.

The details of the conference call are as follows:


UK dial in: 0808 237 0030 or 020 3139 4830
U.S. dial in: 1 866 928 7517 or 1 718 873 9077
International
Access Numbers: Click here
Password/Conf
ID: 24757209#
Live Webcast: Click here


Replay:

A replay of the presentation will be available for two weeks by
phone and by webcast for three months.


UK dial in: 0808 237 0026 or 020 3426 2807
U.S. dial in: 1 866 535 8030
Password/Conf
ID: 653478#
Webcast
replay: Click here


NOTES TO EDITORS

Shire enables people with life-altering conditions to lead better
lives.

Our strategy is to focus on developing and marketing innovative
specialty medicines to meet significant unmet patient needs.

We focus on providing treatments in Rare Diseases, Neuroscience,
Gastrointestinal, and Internal Medicine and we are developing
treatments for symptomatic conditions treated by specialist
physicians in other targeted therapeutic areas, such as Ophthalmics.

http://www.shire.com

About NPS Pharma

NPS Pharma is a global biopharmaceutical company pioneering and
delivering therapies that transform the lives of patients with rare
diseases. The company's current therapeutic areas of focus are
gastrointestinal disease and endocrine disorders. These include Short
Bowel Syndrome, a potentially fatal gastrointestinal disorder in
which patients may have to rely on parenteral nutrition for their
survival; Hypoparathyroidism, a complex endocrine disorder in which
the parathyroid glands are either absent or damaged, and the body
produces insufficient or no parathyroid hormone; and Autosomal
Dominant Hypocalcemia, an ultra-rare, genetic disorder of calcium
homeostasis caused by mutations of the calcium-sensing receptor gene.
NPS Pharma continues to seek in-licensing opportunities to develop
new therapies for a broad range of rare diseases, and complements its
proprietary programs with a royalty-based portfolio of products and
product candidates that includes agreements with Amgen,
GlaxoSmithKline, Janssen Pharmaceuticals, and Kyowa Hakko Kirin. NPS
Pharma has operations in the U.S., Canada, Europe, Latin America and
Japan. Learn more at: http://www.npsp.com.

"NPS Pharma" and "NPS Pharmaceuticals" are the company's
trademarks.

About Gattex(R) (Teduglutide [rDNA origin]) for Injection

Gattex(R) (teduglutide [rDNA origin]) for injection for
subcutaneous use is a novel, recombinant analog of human
glucagon-like peptide 2, a protein involved in the rehabilitation of
the intestinal lining. Gattex is indicated for the treatment of adult
patients with Short Bowel Syndrome (SBS) who are dependent on
parenteral support. Significant reductions in mean PN/IV infusion
volume from baseline to end of treatment were seen in the Phase 3
studies of Gattex. In addition, some patients were able to achieve
independence from PN/IV support during these trials. The most common
side effects of Gattex include stomach area (abdomen) pain or
swelling, skin reaction where the injection was given, nausea,
headache, cold or flu like symptoms, vomiting, and holding too much
fluid in the body (swelling of face, ankles, hands or feet).

The European Commission granted European market authorization on
August 30, 2012 for the medicinal product teduglutide (trade name in
Europe: Revestive(R)) as a once-daily treatment for adult patients
with SBS.

Teduglutide has orphan drug designation for the treatment of SBS
from the European Medicines Agency (EMA) and the FDA.

Important Safety Information

What is the most important information I should know about GATTEX?

GATTEX may cause serious side effects, including:

Making abnormal cells grow faster

GATTEX can make abnormal cells that are already in your body grow
faster. There is an increased risk that abnormal cells could become
cancer. If you get cancer of the bowel (intestines), liver,
gallbladder or pancreas while using GATTEX, your healthcare provider
should stop GATTEX. If you get other types of cancers, you and your
healthcare provider should discuss the risks and benefits of using
GATTEX.

Polyps in the colon (large intestine)

Polyps are growths on the inside of the colon. Your healthcare
provider will have your colon checked for polyps within 6 months
before starting GATTEX and have any polyps removed.

To keep using GATTEX, your healthcare provider should have your
colon checked for new polyps at the end of 1 year of using GATTEX. If
no polyp is found, your healthcare provider should check you for
polyps as needed and at least every 5 years and have any new polyps
removed. If cancer is found in a polyp, your healthcare provider
should stop GATTEX.

Blockage of the bowel (intestines)

A bowel blockage keeps food, fluids, and gas from moving through
the bowels in the normal way. Tell your healthcare provider if you
have any of these symptoms of a bowel blockage:

- trouble having a bowel movement or passing gas

- stomach area (abdomen) pain or swelling

- nausea

- vomiting

- swelling and blockage of your stoma opening, if you have a stoma

If blockage is found, your healthcare provider may temporarily
stop GATTEX.

Swelling (inflammation) or blockage of your gallbladder or
pancreas

Your healthcare provider will do tests to check your gallbladder
and pancreas within 6 months before starting GATTEX and at least
every 6 months while you are using GATTEX. Tell your healthcare
provider right away if you get stomach area (abdomen) pain and
tenderness, chills, fever, change in your stools, nausea, vomiting,
dark urine, or yellowing of your skin or the whites of eyes.

Fluid overload

Your healthcare provider will check you for too much fluid in your
body. Too much fluid in your body may lead to heart failure,
especially if you have heart problems. Tell your healthcare provider
if you get swelling in your feet and ankles, you gain weight very
quickly (water weight), or you have trouble breathing.

The most common side effects of GATTEX include:

- stomach area (abdomen) pain or swelling

- skin reaction where the injection was given

- nausea

- headache

- cold or flulike symptoms

- vomiting

Tell your healthcare provider if you have any side effect that
bothers you or that does not go away.

What should I tell my healthcare provider before using GATTEX?

Tell your healthcare provider if you:

- Have cancer or a history of cancer

- Have or had polyps anywhere in your bowel (intestines) or rectum

- Have heart problems

- Have high blood pressure

- Have problems with your gallbladder, pancreas, kidneys

- Have any other medical condition

- Are pregnant or planning to become pregnant. It is not known if
GATTEX will harm your unborn baby. Tell your healthcare provider
right away if you become pregnant while using GATTEX.

- Are breastfeeding or plan to breastfeed. It is not known if
GATTEX passes into your breast milk. You and your healthcare provider
should decide if you will use GATTEX or breastfeed. You should not do
both.

Tell your healthcare providers about all the medicines you take,
including prescription or over-the-counter medicines, vitamins, and
herbal supplements. Using GATTEX with certain other medicines may
affect each other causing side effects. Your other healthcare
providers may need to change the dose of any oral medicines you take
while using GATTEX. Tell the healthcare provider who gives you GATTEX
if you will be taking a new oral medicine.

Call your doctor for medical advice about side effects. To report
suspected side effects, contact NPS Pharma at 1-855-5GATTEX
(1-855-542-8839) or the FDA at 1-800-FDA-1088 or
http://www.fda.gov/medwatch.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL
NPS PHARMA COMMON STOCK. THE OFFER TO BUY NPS PHARMA COMMON STOCK
WILL ONLY BE MADE PURSUANT TO A TENDER OFFER STATEMENT (INCLUDING THE
OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER RELATED TENDER
OFFER MATERIALS). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
BOTH THE TENDER OFFER STATEMENT (WHICH WILL BE FILED BY A SUBSIDIARY
OF SHIRE WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC)) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH RESPECT
TO THE TENDER OFFER (WHICH WILL BE FILED BY NPS PHARMA WITH THE SEC)
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.
INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE
MATERIALS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY SHIRE AND NPS
PHARMA WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT
www.sec.gov [http://www.sec.gov ]. THE TENDER OFFER STATEMENT AND
RELATED MATERIALS, AND THE SOLICITATION/RECOMMENDATION STATEMENT, MAY
ALSO BE OBTAINED (WHEN AVAILABLE) FOR FREE BY CONTACTING SHIRE
INVESTOR RELATIONS, AT THE CONTACT INFORMATION LISTED ABOVE. NPS
PHARMA WILL ALSO PROVIDE A COPY OF THESE MATERIALS WITHOUT CHARGE ON
ITS WEBSITE AT www.npsp.com [http://www.npsp.com ] UNDER THE
"INVESTORS" SECTION.

COPIES OF THESE MATERIALS AND ANY DOCUMENTATION RELATING TO THE
TENDER OFFER ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY,
MAILED OR OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

SHIRE FORWARD-LOOKING STATEMENTS

Statements included herein that are not historical facts are
forward-looking statements. Such forward-looking statements involve a
number of risks and uncertainties and are subject to change at any
time. In the event such risks or uncertainties materialize, Shire's
results could be materially adversely affected. The risks and
uncertainties include, but are not limited to, that:


- Shire's products may not be a commercial success;
- revenues from ADDERALL XR and INTUNIV are subject to generic erosion;
- the failure to obtain and maintain reimbursement, or an adequate level of
reimbursement, by third-party payors in a timely manner for Shire's products may
impact future revenues, financial condition and results of operations;
- Shire conducts its own manufacturing operations for certain of its products
and is reliant on third party contract manufacturers to manufacture other products and
to provide goods and services. Some of Shire's products or ingredients are only
available from a single approved source for manufacture. Any disruption to the supply
chain for any of Shire's products may result in Shire being unable to continue
marketing or developing a product or may result in Shire being unable to do so on a
commercially viable basis for some period of time;
- the development, approval and manufacturing of Shire's products is subject to
extensive oversight by various regulatory agencies. Submission of an application for
regulatory approval of any of our product candidates, such as our planned submission
of a New Drug Application to the FDA for Lifitegrast, may be delayed for any number of
reasons and, once submitted, may be subjected to lengthy review and ultimately
rejected. Moreover, regulatory approvals or interventions associated with changes to
manufacturing sites, ingredients or manufacturing processes could lead to significant
delays, increase in operating costs, lost product sales, an interruption of research
activities or the delay of new product launches;
- the actions of certain customers could affect Shire's ability to sell or
market products profitably. Fluctuations in buying or distribution patterns by such
customers can adversely impact Shire's revenues, financial condition or results of
operations;
- investigations or enforcement action by regulatory authorities or law
enforcement agencies relating to Shire's activities in the highly regulated markets in
which it operates may result in significant legal costs and the payment of substantial
compensation or fines;
- adverse outcomes in legal matters and other disputes, including Shire's
ability to enforce and defend patents and other intellectual property rights required
for its business, could have a material adverse effect on Shire's revenues, financial
condition or results of operations;
- Shire faces intense competition for highly qualified personnel from other
companies, academic institutions, government entities and other organizations. Shire
is undergoing a corporate reorganization and the consequent uncertainty could
adversely impact Shire's ability to attract and/or retain the highly skilled personnel
needed for Shire to meet its strategic objectives;
- failure to achieve Shire's strategic objectives with respect to the
acquisition of ViroPharma Incorporated may adversely affect Shire's financial
condition and results of operations;
- Shire's proposed acquisition of NPS Pharma may not be consummated due to the
occurrence of an event, change or other circumstances that gives rise to the
termination of the merger agreement;
- a governmental or regulatory approval required for the proposed acquisition of
NPS Pharma may not obtained, or may be obtained subject to conditions that are not
anticipated, or another condition to the closing of the proposed acquisition may not
be satisfied;
- NPS Pharma may be unable to retain and hire key personnel and/or maintain its
relationships with customers, suppliers and other business partners pending the
consummation of the proposed acquisition by Shire, or NPS Pharma's business may be
disrupted by the proposed acquisition, including increased costs and diversion of
management time and resources;
- difficulties in integrating NPS Pharma into Shire may lead to the combined
company not being able to realize the expected operating efficiencies, cost savings,
revenue enhancements, synergies or other benefits at the time anticipated or at all;


and other risks and uncertainties detailed from time to time in
Shire's or NPS Pharma's filings with the Securities and Exchange
Commission, including their respective most recent Annual Reports on
Form 10-K.

NPS PHARMA Cautionary Note Regarding Forward-Looking Statements

This communication contains forward-looking statements. These
forward-looking statements include, without limitation, statements
with respect to the tender offer and related transactions, including
the benefits expected from the acquisition and the expected timing of
the completion of the transaction. In many cases, you can identify
forward-looking statements by terminology such as "may," "will,"
"should," "plan," "expect," "anticipate," "estimate," "predict,"
"intend," "potential" or "continue" or the negative of these terms or
other words of similar import, although some forward-looking
statements are expressed differently. These statements reflect our
current views concerning future events and are based on a number of
assumptions that could ultimately prove inaccurate. Important factors
that could cause actual results to differ materially from those in
the forward-looking statements include: the timing of the filings and
approvals relating to the transaction and the expected timing of the
completion of the transaction; uncertainties as to the percentage of
NPS Pharma's stockholders tendering their shares of NPS Pharma common
stock in the tender offer; the possibility that competing offers will
be made; the possibility that various closing conditions for the
transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the transaction that may result in a
termination of the merger agreement; the effects of disruption caused
by the transaction making it more difficult to maintain relationships
with employees, collaborators, vendors and other business partners;
the risk that stockholder litigation in connection with the
transaction may result in significant costs of defense,
indemnification and liability; and other risks and uncertainties
discussed in NPS Pharma's filings with the SEC, including the "Risk
Factors" sections of NPS Pharma's most recent annual report on Form
10-K and subsequent quarterly reports on Form 10-Q, as well as the
tender offer documents to be filed by a subsidiary of Shire, and the
Solicitation/Recommendation Statement to be filed by NPS Pharma.
These risks and uncertainties and other factors, individually or in
the aggregate, could cause actual results and events to differ
materially from those referred to in the forward-looking statements.
NPS Pharma undertakes no obligation to update or revise any such
forward-looking statements.


For further information please contact:

Investor Relations
For Shire:
Sarah Elton-Farr
seltonfarr@shire.com
+44(0)1256-894157
+1-484-595-2220
For NPS Pharma:
Susan Mesco
SMesco@npsp.com
+1-908-391-8283

Media
For Shire:
Stephanie Fagan
sfagan@shire.com
+1-201-572-9581
Jessica Cotrone
jcotrone@shire.com
+1-781-482-9538

For NPS Pharma:

Justine O'Malley
JOMalley@npsp.com
+1-908-432-6051


ots Originaltext: Shire plc and NPS
Im Internet recherchierbar: http://www.presseportal.de


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