Press Release

Kirkland Advises Baxalta in Combination with Shire

Kirkland & Ellis LLP represents Baxalta Incorporated (NYSE: BXLT), which announced today along with Shire plc (LSE: SHP, NASDAQ: SHPG) that the boards of directors of both companies have reached an agreement under which Baxalta will combine with Shire. Under the agreement, Baxalta shareholders will receive for each share of Baxalta stock $18.00 in cash and 0.1482 of an American Depositary Share of Shire. Aggregate consideration paid in the merger is approximately $32 billion. The offer price represents a premium of approximately 37.5% to the Baxalta unaffected share price on August 3, 2015, the day prior to the public announcement of Shire’s initial offer for Baxalta. This will provide Baxalta shareholders with an approximately 34% ownership stake in the combined company. The parties expect the transaction to close mid-2016.

The combination of Baxalta and Shire will create the number one rare diseases platform in revenue and pipeline depth, with best-in-class products in each of the following growing, multibillion-dollar franchises: Hematology; Immunology; Neuroscience; Lysosomal Storage Diseases; Gastrointestinal / Endocrine; and Hereditary Angioedema.  The combined company will also possess a growing franchise in Oncology, with multiple approved products and innovative compounds in development, as well as a robust late-stage Ophthalmics pipeline. More information on the transaction is available here.

The Kirkland team was led by corporate partners Scott Falk, Daniel Wolf and Michael Brueck, and tax partners Dean Shulman, Mike Carew and Benjamin Schreiner.