Jerini AG and Shire Limited
Announce Strategic Partnership
- Shire offers Euro 6.25
per share and further subscribes for shares in a capital increase
- Takeover by Shire ensures successful commercialization of Firazyr®
Berlin, July 3, 2008 - 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® (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 Vermögensverwaltungs-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
Management board of Jerini AG supports Shire's offer:
"We are delighted to have found with Shire the right partner.
Firazyr® 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
"Jerini has successfully developed Firazyr®, 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 US, 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®, 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 US 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
Credit Suisse are acting as advisers to Jerini AG and Deutsche
Bank are acting as advisors to Shire Limited.
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