Baxalta Declares Quarterly Dividend
10 Mai 2016 - 10:01PM
Business Wire
The Board of Directors of Baxalta Incorporated (NYSE: BXLT)
today declared a quarterly cash dividend of $0.07 per share of
common stock. The quarterly dividend will be paid on July 1, 2016,
to stockholders of record as of the close of trading on the New
York Stock Exchange on June 10, 2016.
Baxalta has announced that a special meeting of stockholders to
adopt the merger agreement with Shire plc (LSE:SHP, NASDAQ:SHPG)
will be held on May 27, 2016, at 7:00 a.m. Central Time. In
accordance with the terms of the merger agreement, if the merger is
consummated prior to the close of trading on the New York Stock
Exchange on June 10, 2016, Shire is not obligated to pay the
aforementioned dividend to the applicable stockholders of record.
However, if the merger is consummated after such time but prior to
July 1, 2016, Shire is obligated under the merger agreement to pay
such dividend to the applicable stockholders of record. If the
merger is not consummated by July 1, 2016, Baxalta will pay the
dividend to the applicable stockholders of record in the ordinary
course.
About Baxalta
Baxalta Incorporated (NYSE: BXLT) is a global biopharmaceutical
leader developing, manufacturing and commercializing therapies for
orphan diseases and underserved conditions in hematology,
immunology and oncology. Driven by passion to make a meaningful
impact on patients’ lives, Baxalta’s broad and diverse pipeline
includes biologics with novel mechanisms and advanced technology
platforms such as gene therapy. Launched in 2015 following
separation from Baxter International, Baxalta’s heritage in
biopharmaceuticals spans decades. Baxalta’s therapies are available
in more than 100 countries and it has advanced biological
manufacturing operations across 12 facilities, including
state-of-the-art recombinant production and plasma fractionation.
Headquartered in Northern Illinois, with its Global Innovation
Center in Cambridge, Mass., Baxalta employs 17,000 employees
worldwide.
Forward-Looking Statements
This release includes forward-looking statements concerning
Baxalta’s dividend as well as its proposed combination with Shire.
Such statements are made of the date that they were first issued
and are based on current expectations, beliefs and assumptions of
management. Forward-looking statements are subject to a number of
risks and uncertainties, many of which involve factors or
circumstances that are beyond Baxalta's control and which could
cause actual results to differ materially from those in the
forward-looking statements, including the following: continued
strength in the company’s financial position, including cash flows;
future decisions of the board of directors of the company with
respect to the payment of dividends relative to alternative uses of
funds; the inability to complete the proposed combination with
Shire due to failure to obtain the approval of Baxalta’s or Shire’s
stockholders or the failure to satisfy other conditions to
completion of the proposed combination; the failure to obtain
regulatory approvals required for the proposed combination, or
required regulatory approvals delaying the proposed combination or
causing the parties to abandon the proposed combination; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement related to the
proposed combination; the amount of the costs, fees, expenses and
charges related to the proposed combination; the effect of the
announcement of the proposed combination on Baxalta’s client
relationships, operating results and business generally, including
without limitation the ability to retain key employees; the
potential diversion of Baxalta’s management’s attention resulting
from the proposed combination and of the combined company’s
management’s attention resulting from integration issues after the
proposed combination; and other risks identified in Baxalta’s
Securities and Exchange Commission (SEC) filings, all of which are
available on Baxalta’s website, as well as other risks related to
the proposed combination identified in Shire’s respective filings
with the SEC. Baxalta expressly disclaims any intent or obligation
to update these forward-looking statements except as required by
law.
Additional Information
This communication does not constitute an offer to buy or
solicitation of any offer to sell securities or a solicitation of
any vote or approval. It does not constitute a prospectus or
prospectus equivalent document. This communication relates to the
proposed business combination between Shire and Baxalta. The
proposed combination will be submitted to Shire’s and Baxalta’s
shareholders for their consideration and approval. In connection
with the proposed combination, Shire and Baxalta have filed
relevant materials with (i) the SEC, including a Shire
registration statement on Form S-4 with a prospectus of Shire,
as well as a proxy statement of Baxalta, and (ii) the
Financial Conduct Authority (FCA) in the UK, including a prospectus
relating to Shire ordinary shares to be issued in connection with
the proposed combination and a circular to the shareholders of
Shire. Baxalta has mailed the proxy statement to its shareholders
and Shire has mailed the circular to its shareholders. This
communication is not a substitute for the registration statement,
proxy statement, prospectus, UK prospectus, circular or other
document(s) that Shire and/or Baxalta may file with the SEC or
the FCA in connection with the proposed transaction. INVESTORS AND
SECURITY HOLDERS OF SHIRE AND BAXALTA ARE URGED TO READ CAREFULLY
THE REGISTRATION STATEMENT, PROXY STATEMENT, PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC AND THE UK PROSPECTUS AND CIRCULAR
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SHIRE, BAXALTA AND
THE PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of these documents and other related documents filed
with the SEC at the SEC’s web site
at www.sec.gov. Investors may request copies of the documents
filed with the SEC by Shire by directing a request
to Shire’s Investor Relations department at Shire
plc, Attention: Investor Relations, 300 Shire Way, Lexington,
MA 02421 or to Shire’s Investor Relations department
at 781-482-9018 in the U.S. and +44 1256 894157 in the UK or by
email to investorrelations@shire.com. Investors may request
copies of the documents filed with the SEC by Baxalta by directing
a request to Mary Kay Ladone, Head of Investor Relations, at
mary.kay.ladone@baxalta.com or (224) 940-3371.
Certain Information Regarding Participants
Shire, Baxalta and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
in connection with the proposed transaction. You can find
information about Shire’s directors and executive officers
in Shire’s Annual Report on Form 10-K for the year
ended December 31, 2015, which was filed with
the SEC on February 23, 2016. You can find
information about Baxalta’s directors and executive officers
in Baxalta’s Annual Report on Form 10-K for the year
ended December 31, 2015, which was filed with
the SEC on March 3, 2016. Additional
information regarding the special interests of these directors and
executive officers in the proposed transaction are also included in
the proxy statement related to the transaction, which Baxalta filed
with the SEC on April 18, 2016. You may obtain these documents free
of charge at the SEC’s web site
at www.sec.gov and from Investor Relations
at Shire or Baxalta as described above.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
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version on businesswire.com: http://www.businesswire.com/news/home/20160510006810/en/
Baxalta Media RelationsGeoffrey Mogilner,
+1-224-940-8619, geoffrey.mogilner@baxalta.comorBaxalta Investor
RelationsMary Kay Ladone, +1-224-940-3371,
mary.kay.ladone@baxalta.comLorna Williams, +1-224-940-3511,
lorna.williams@baxalta.com
Baxalta Incorporated (NYSE:BXLT)
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