Statement regarding Shire plc

DUBLIN, April 19, 2018 /PRNewswire/ -- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Following the announcement made earlier today in which Allergan plc ("Allergan") was identified as a potential bidder for Shire plc ("Shire"), Allergan now confirms that it does not intend to make an offer for Shire pursuant to Rule 2.7 of the Code.

Under Note 2 on Rule 2.8 of the Code, Allergan, and any person acting in concert with Allergan, reserves the right to set aside the restrictions in Rule 2.8 in the following circumstances:  (i) with the agreement of the board of Shire; (ii) if any third party announces a firm intention to make an offer for Shire; (iii) if Shire announces a "whitewash" proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or (iv) if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).

Allergan, and any person acting in concert with Allergan, reserves the right to acquire and/or offer to acquire Shire shares or interests in Shire shares subject to and in accordance with Rule 2.8 of the Code.

A copy of this announcement will be made available on www.allergan.com by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

IMPORTANT NOTICES

The information contained within this announcement is deemed by Allergan to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of Allergan is Robert Bailey.

Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom is acting exclusively as financial adviser for Allergan and will not be responsible to anyone other than Allergan for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.

Guggenheim Securities, LLC ("Guggenheim Securities"), which is regulated as a broker-dealer by the Financial Industry Regulatory Authority in the United States, is acting exclusively as financial adviser for Allergan and will not be responsible to anyone other than Allergan for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.

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Related Links

http://www.allergan.com