Shire Offers Euro 6.25 Per Share and Further Subscribes For Shares
in a Capital Increase
Takeover by Shire Ensures Successful Commercialization of Firazyr(r)
BERLIN, July 3, 2008 (PRIME NEWSWIRE) -- Jerini AG and Shire Limited today reached a strategic agreement according to which Shire shall be obliged to make a voluntary public takeover offer to all shareholders of Jerini AG. After a thorough evaluation of different strategic options, the Management Board of Jerini AG has concluded that Shire is the best partner with which it can further pursue and ensure the market introduction of Firazyr(r) (Icatibant) in Europe and obtain marketing approval in the United States.
The agreement regarding the strategic partnership provides for Shire to submit through Maia Elfte Vermogensverwaltungs-GmbH, to be renamed "Shire Deutschland Investments GmbH", a voluntary public cash takeover offer at a price of Euro 6.25 per share to the shareholders of Jerini AG without a minimum acceptance threshold. The offer price corresponds to a premium of approximately 199 percent over the volume-weighted average stock price of Euro 2.09 of Jerini AG's shares during the three months prior to the announcement of the offer. The Management Board and the Supervisory Board of Jerini AG unanimously support the offer, which is contingent upon merger clearance and other customary conditions, subject to further assessment after the publication of the offer document. The Management Board believes that the offer price reflects the value of the shares upon the successful market introduction of Firazyr(r).
Management board of Jerini AG supports Shire's offer
"We are delighted to have found with Shire the right partner. Firazyr(r) will soon be available to HAE patients in Europe, and we are confident that Shire's commercial expertise will ensure its successful market introduction in Europe," says Prof. Dr. Jens Schneider-Mergener, chairman of Jerini AG's Management Board.
"Jerini has successfully developed Firazyr(r), a first-in-class compound, which satisfies a high unmet medical need and treats a morbidly symptomatic disorder. With orphan designation in both Europe and the U.S., and a launch in Europe in the second half of this year, the acquisition will bring near term revenues as well as contribute to Shire's longer term growth," said Angus Russell, Chief Executive of Shire.
In a first step, Shire has already subscribed for 5,229,747 shares of Jerini AG at a total issue price of approximately Euro 21 million, which corresponds to a participation of approximately 9percent of the increased share capital. The bidder has also entered into purchase agreements with the chairman of the Management Board Prof. Dr. Jens Schneider-Mergener, the Supervisory Board member Dr. Stephan Goetz and a number of major institutional shareholders, including TVM Capital Group and Healthcap Group, corresponding to approximately 53 percent of Jerini AG's share capital (prior to the capital increase).
Shire will undertake a strategic evaluation of the company's other assets, including its development projects, to determine which assets are compatible with its portfolio. Shire will then decide whether or not these should be integrated.
After a successful takeover and a transition phase, founder and CEO of Jerini AG, Prof. Dr. Jens Schneider-Mergener, and the other members of the Management Board will step down from their offices, but may consider to continue development projects in cooperation with the experienced Jerini team in a new company.
About Jerini AG
Jerini is a pharmaceutical company based in Berlin, Germany, focusing on the discovery, development, and commercialization of novel peptide-based drugs. Jerini develops drugs for disease indications that until now have limited or no treatment options. Alongside the development of its own compounds, Jerini cooperates with established partners. Jerini's lead drug, Firazyr(r), would be the first-in-class bradykinin blocker to be approved as a drug for the HAE and all European states. Its market introduction is planned for the third quarter of 2008. Jerini has also established several in-house development programs, which address indications within the therapeutic areas of ophthalmology, oncology and inflammatory disease. For more information, please see www.jerini.com.
About Shire Limited
Shire's strategic goal is to become the leading specialty biopharmaceutical company that focuses on meeting the needs of the specialist physician. Shire focuses its business on attention deficit and hyperactivity disorder (ADHD), human genetic therapies (HGT), gastrointestinal (GI) and renal diseases. The structure is sufficiently flexible to allow Shire to target new therapeutic areas to the extent opportunities arise through acquisitions. Shire's in-licensing, merger and acquisition efforts are focused on products in niche markets with strong intellectual property protection either in the U.S. or Europe. Shire believes that a carefully selected portfolio of products with strategically aligned and relatively small-scale sales forces will deliver strong results. For further information on Shire, please visit the Company's website: www.shire.com.
Credit Suisse are acting as advisers to Jerini AG and Deutsche Bank are acting as advisors to Shire Limited.
ISIN: DE0006787476
Securities Identification Number (WKN): 678 747