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Shire and Baxalta Combine Businesses in $32 Billion Deal

Practices: Mergers & Acquisitions, Securities & Public Companies, Tax, Executive Compensation & Employee Benefits, Antitrust, Life Sciences

Ropes & Gray represented Shire plc in its agreement with Baxalta Incorporated to combine the companies, in which Baxalta shareholders will receive $18 in cash and 0.1482 Shire American depository receipts (ADS) per Baxalta share. Based on Shire’s closing ADS price on Jan. 8, this implies a total current value of $45.57 per Baxalta share, representing an aggregate consideration of approximately $32 billion.

Baxalta, headquartered in Northern Illinois, is a $6 billion global biopharmaceutical leader developing, manufacturing and commercializing therapies for orphan diseases and underserved conditions in hematology, oncology and immunology.

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 (HAE). The combined company will also possess a growing franchise in oncology, with approved products and innovative compounds in development, as well as a robust late-stage ophthalmics pipeline.

The transaction was announced Jan. 11 and is expected to close mid-2016.

The Ropes & Gray team included mergers & acquisitions partner Christopher Comeau; securities & public companies partner Paul Kinsella; tax partners Christopher Leich and David Saltzman; executive compensation & employee benefits partner Jonathan Zorn; antitrust partner Michael McFalls; life sciences partner Albert Cacozza; and securities & public companies associates Zachary Blume and Tara Fisher.

Other major life sciences deals that Ropes & Gray recently advised on include Shire’s $6.5 billion acquisition of biotechnology company Dyax Corp., Pfizer Inc.’s $17 billion acquisition of injectables and biosimilars giant Hospira Inc., Biomet Inc.’s $13.4 billion sale to medical device maker Zimmer Holdings Inc., and Par Pharmaceutical Inc.’s $8 billion sale to Endo International PLC.

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