Shire to Acquire ViroPharma in Strategic Move to Strengthen Rare Disease Portfolio; Will Augment Already Strong Growth Prospects

Dublin And Exton, Pennsylvania (ots/PRNewswire) -

Earnings accretive, revenue growth-enhancing acquisition

Shire plc and ViroPharma Incorporated today announce that their
Boards of Directors have unanimously approved, and the companies have
entered into, a merger agreement pursuant to which Shire will acquire
all the outstanding shares of the rare disease company ViroPharma for
$50 per share in cash, for a total consideration of approximately
$4.2 billion. The $50 per share price in the transaction represents a
27% premium to ViroPharma's closing share price on Friday, November
8, 2013, the last trading day prior to announcement, and a 64%
premium to ViroPharma's unaffected share price of $30.47 on September
12, 2013.

ViroPharma is a high growth, rare disease biopharmaceutical
company, whose commercial product CINRYZE(R) (C1 esterase inhibitor
[human]), is a leading brand for the prophylactic treatment of
Hereditary Angioedema (HAE).

Shire transaction highlights

- Excellent strategic fit
- Expands rare disease portfolio which Shire is strategically committed to
strengthen
- Adds CINRYZE, with growing sales in the prophylactic treatment of HAE, which
complements Shire's FIRAZYR(R) (icatibant injection)
- Enhances Shire's short and long term revenue growth profile
- Expected annual cost synergies of approximately $150 million by 2015, over and
above the improved operating leverage already being driven by the ongoing One Shire
reorganization
- Immediately accretive to Shire's Non GAAP EPS following completion and
enhances earnings growth profile
- Shire expects transaction to deliver ROIC in excess of its weighted average
cost of capital
- Acquisition to be effected by a tender offer and funded from Shire's cash
resources and existing and new bank facilities
- Conference call for investors today (details below)

Shire Chief Executive Officer, Flemming Ornskov MD, comments:

"The acquisition of ViroPharma will immediately benefit Shire and
is entirely consistent with our clear strategic objective of
strengthening our rare disease portfolio. It brings us a new growth
driving product which augments our already strong growth prospects.

"Shire is uniquely positioned to drive the continued success of
CINRYZE for the benefit of patients through our knowledge of the rare
disease space, our international infrastructure and our biologics
manufacturing expertise.

"Shire is also excited by the prospect of being able to offer two
complementary treatments, FIRAZYR for the treatment of acute HAE
attacks and CINRYZE for prophylactic treatment of patients suffering
from HAE. Shire's priority will be to ensure CINRYZE patients
continue to enjoy high standards of service.

"Shire has conducted a thorough and collaborative due diligence
process over the last few months and, following completion of the
transaction, the integration process will be focused on delivering
value to all stakeholders. This acquisition is expected to create a
$2 billion[1] rare disease revenue base and delivers further strong
growth prospects."

Vincent J. Milano, ViroPharma's Chief Executive Officer, stated:

"We are pleased to announce our merger with Shire, which like
ViroPharma, is focused on developing products for patients suffering
from rare diseases.

"After thoroughly evaluating our strategic options we determined
that this transaction is in the best interests of ViroPharma, our
shareholders and our patients.

"By joining with Shire, ViroPharma will become part of a larger,
more diverse biopharmaceutical company and will benefit from Shire's
innovation, scale and global reach. We will have access to resources
to expand product distribution, giving us a platform to provide our
crucial therapies, such as CINRYZE, to more patients than ever
before. We look forward to working with Shire's team and to being
part of an even stronger, more geographically diverse organization."

Further information on ViroPharma

ViroPharma is a leading rare disease company with CINRYZE, a high
growth product for prophylactic treatment of HAE, as well as a number
of other marketed products and a pipeline of product candidates in
the rare disease space. ViroPharma generated total worldwide net
revenues of $428 million in 2012. Total worldwide net revenues are
forecast by ViroPharma to be in the range of $445 million to $465
million in 2013.

Further information on CINRYZE

In the United States, CINRYZE is indicated for routine prophylaxis
against HAE attacks in adolescent and adult patients.

HAE is a rare genetic disease characterized by recurrent sudden
attacks of swelling of the skin or the mucous membranes which can be
disfiguring, painful and potentially life-threatening in the case of
laryngeal attacks. Shire believes that of the approximately 8,000
patients in the U.S. with HAE, the disease is only actively managed
in about 3,500 patients.

CINRYZE was approved with orphan drug designation in October 2008
and has grown rapidly since launch in 2009 to generate revenues of
$321 million in the U.S. in 2012. On October 31, 2013, ViroPharma
forecasted CINRYZE net revenues in North America in 2013 to be
between $395 million and $405 million.

Shire believes there is a significant opportunity for future
revenue growth, in both the U.S. and ex-U.S. markets, as new HAE
patients are identified and treated and additional physicians gain
experience with this important therapy. Current consensus
estimates[(1)] for global CINRYZE sales forecast strong revenue
growth in the coming years. CINRYZE has US orphan drug exclusivity
which expires in 2015 and US biologics data exclusivity until 2020.

With CINRYZE in its portfolio, Shire will be able to offer broader
outreach to HAE patients and a continuum of care alongside FIRAZYR.

Additional value from ViroPharma's other marketed products and
pipeline

ViroPharma's portfolio of marketed products also includes
PLENADREN(R) (hydrocortisone modified release) and BUCCOLAM(R)
(midazolam oromucosal solution), both recently launched in major
European countries. PLENADREN is a product for adrenal insufficiency
in adults. BUCCOLAM treats prolonged seizures in infants, children
and adolescents.

The acquisition also brings ViroPharma's pipeline products to
Shire, including two phase 2 products being investigated for
infectious diseases: Maribavir (for the treatment of cytomegalovirus
infection in transplant patients) and VP20621 (for the prevention of
recurrent Clostridium difficile infection). Also in the ViroPharma
pipeline are VP-20629 for Friedreich's Ataxia, currently in phase 1,
and an option to acquire Meritage Pharma, which is conducting phase 2
trials with oral budesonide for the treatment of eosinophilic
esophagitis. ViroPharma has also sponsored or supported programs to
examine potential new indications for CINRYZE in Autoimmune Hemolytic
Anemia, Antibody-Mediated Rejection post renal transplantation and
Neuromyelitis Optica.

Shire will review these programs as part of its regular pipeline
review process to ensure that Shire's R&D resources are appropriately
deployed to those projects that are both strategically relevant to
Shire's commercial focus and have the greatest potential for success.

Financial benefit to Shire

Shire expects the addition of CINRYZE to its Rare Disease Business
Unit to create a growing $2 billion revenue business[1] in 2014 which
will represent approximately 40% of Shire's total product sales on a
pro forma basis. The acquisition of ViroPharma is expected to enhance
Shire's revenue growth profile in both the short and long term.

Related to the acquisition, Shire estimates that it will realize
approximately $150 million of annual cost synergies across the
business by 2015, over and above the improved operating leverage
already being driven by the ongoing One Shire reorganization.

Following completion, Shire expects that the acquisition of
ViroPharma will be accretive to Shire's Non GAAP EPS immediately and
in the longer term. Shire also expects that the transaction will
deliver ROIC in excess of its weighted average cost of capital.

Financing

Shire has secured a $2.6 billion fully underwritten short term
bank facility, which, in addition to Shire's cash and cash
equivalents and its existing $1.2 billion revolving credit facility,
is available to finance the transaction, pay fees and expenses
related to the transaction and repay Shire's existing $1.1 billion
convertible bond at its maturity in May 2014 if required. Shire plans
to refinance a portion of the short term bank facility through new
debt issuances and the use of ViroPharma's cash and short term
investments.

Share Buy-back program

Following the announcement of this transaction, Shire intends to
terminate its share buyback program. Shire's Board of Directors will
continue to review Shire's capital structure on an ongoing basis.

Closing

The acquisition is structured as an all cash tender offer for all
the outstanding shares of ViroPharma common stock at a price of $50
per share followed by a merger in which each remaining untendered
share of ViroPharma common stock would be converted into the same $50
cash per share consideration as in the tender offer.

Closing of the transaction is subject to customary conditions,
including the tender of a majority of the outstanding ViroPharma
shares and the receipt of regulatory clearances. Pending anti-trust
authority clearances, it is anticipated that the transaction will
close in the last quarter of 2013, the first quarter of 2014 or as
soon as possible thereafter. The tender offer is not subject to a
financing contingency.

Lazard and Morgan Stanley are acting as joint financial advisors
to Shire. Goldman, Sachs & Co. is acting as financial advisor to
ViroPharma. Davis Polk & Wardwell LLP is acting as legal advisor to
Shire and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal
advisor to ViroPharma.

Conference Call with Shire CEO and CFO

Live conference call for investors:

Flemming Ornskov, MD, Chief Executive Officer and Graham
Hetherington, Chief Financial Officer will host the investor and
analyst conference call today (Monday 11 November 2013) at 08:30am
GMT/03:30am EST.

The details of the conference call are as follows:

UK dial in: 08082370030 or 02031394830

US dial in: 1 866 928 7517 or 1 718 873 9077

International Access Numbers: Click here [http://wpc.1726.planets
tream.net/001726/FEL_Events_International_Access_List.pdf ]

Password/Conf ID: 30849732#

Live Webcast: Register here for the live webcast [http://event.on
lineseminarsolutions.com/r.htm?e=705510&s=1&k=7C724043D1A7E9A02E288D5
029C8886B ]

Replay:

A replay of the presentation will be available for two weeks by
phone and by webcast for three months. The details of the replay are
below:

Playback number: +44 (0)20 3426 2807

Playback UK toll free number: 0808 237 0026

Password/Conf ID: 643242#

Webcast replay Click here [http://event.onlineseminarsolutions.co
m/r.htm?e=705510&s=1&k=7C724043D1A7E9A02E288D5029C8886B ]

NOTES TO EDITORS

Shire enables people with life-altering conditions to lead better
lives.

Shire's strategy is to focus on developing and marketing
innovative specialty medicines to meet significant unmet patient
needs.

Shire provides treatments in Neuroscience, Rare Diseases,
Gastrointestinal, Internal Medicine and Regenerative Medicine and we
are developing treatments for symptomatic conditions treated by
specialist physicians in other targeted therapeutic areas.

http://www.shire.com

About Hereditary Angioedema

HAE is a rare genetic disease caused by low levels or a
dysfunction of C1 esterase inhibitor (C1-INH). Reduced C1-INH
activity can lead to elevated plasma levels of bradykinin, which is
thought to be responsible for HAE symptoms.

HAE is characterized by recurrent sudden attacks of edema
(swelling) of the skin (hands, arms, feet, legs, thighs, face,
genitals) or the mucous membranes ( gastrointestinal tract, larynx or
voicebox). The swelling can be disfiguring and painful, especially in
case of abdominal attacks. Laryngeal attacks are potentially
life-threatening due to the risk of suffocation. Unlike angioedema
caused by allergic reactions, signs and symptoms such as hives and
itching do not occur in HAE. Signs and symptoms of HAE do not respond
to standard treatments for allergic angioedema such as epinephrine,
corticosteroids, and antihistamines.

About FIRAZYR

FIRAZYR is currently approved in 41 countries worldwide, including
the countries of the European Union and the United States for the
treatment of acute attacks of HAE in adults.

After injection training, patients may self-administer FIRAZYR.
Most patients respond to a single dose of FIRAZYR. If response is
inadequate or if symptoms recur, up to 2 additional doses may be
administered within a 24 hour period at intervals of at least 6
hours.

Important Safety Information

Because laryngeal attacks may be fatal, patients with laryngeal
symptoms should administer FIRAZYR and immediately seek medical
attention. The most commonly reported adverse reactions were
injection site reactions, which occurred in almost all patients (97%)
in clinical trials. These most frequently included redness and
swelling. Other common adverse reactions reported in at least 1% of
patients included fever, transaminase increase, dizziness, and rash.

Full U.S. prescribing information for FIRAZYR is available at
http://www.FIRAZYR.com. For more information about HAE visit
http://www.haea.org. Prescribing information may differ between
countries. Please consult your local prescribing information.

About ViroPharma

ViroPharma Incorporated is an international biopharmaceutical
company committed to developing and commercializing novel solutions
for physician specialists to address unmet medical needs of patients
living with diseases that have few if any clinical therapeutic
options.

ViroPharma is developing a portfolio of therapeutics for rare and
Orphan diseases including C1 esterase inhibitor deficiency,
cytomegalovirus (CMV), Friedreich's Ataxia, eosinophilic esophagitis
(EoE) and adrenal insufficiency. ViroPharma's goal is to provide
rewarding careers to employees, to create new standards of care in
the way serious diseases are treated, and to build international
partnerships with the patients, advocates, and health care
professionals it serves. ViroPharma's commercial products address
diseases including hereditary angioedema (HAE), seizures in children
and adolescents, adrenal insufficiency and C. difficile-associated
diarrhea (CDAD). For full U.S. prescribing information on
ViroPharma's products, please download the package inserts at
http://www.viropharma.com/Products.aspx; the prescribing information
for other countries can be found at http://www.viropharma.com.

ViroPharma routinely posts information, including press releases,
which may be important to investors in the investor relations and
media sections of ViroPharma's web site, http://www.viropharma.com.
ViroPharma encourages investors to consult these sections for more
information on ViroPharma and its business.

About CINRYZE (C1 esterase inhibitor [human])

Cinryze is a highly purified, pasteurized and nanofiltered
plasma-derived C1 esterase inhibitor product. In the U.S., Cinryze is
approved by the FDA for routine prophylaxis against angioedema
attacks in adolescent and adult patients with HAE. In the E.U., the
product is approved by the EMA for the treatment and pre-procedure
prevention of angioedema attacks in adults and adolescents with HAE,
and routine prevention of angioedema attacks in adults and
adolescents with severe and recurrent attacks of HAE, who are
intolerant to or insufficiently protected by oral prevention
treatments or patients who are inadequately managed with repeated
acute treatment. Cinryze is for intravenous use only.

Severe hypersensitivity reactions to Cinryze may occur. Thrombotic
events have occurred in patients receiving Cinryze, and in patients
receiving off-label high dose C1 inhibitor therapy. Monitor patients
with known risk factors for thrombotic events. With any blood or
plasma derived product, there may be a risk of transmission of
infectious agents, e.g. viruses and, theoretically, the CJD agent.
The risk has been reduced by screening donors for prior exposure to
certain virus infections and by manufacturing steps to reduce the
risk of viral transmission including pasteurization and
nanofiltration.

The most common adverse reactions in clinical trials associated
with Cinryze were rash, headache, nausea, erythema, phlebitis and
local reactions at the injection site. Adverse events of sinusitis
and upper respiratory infection also were observed in clinical
trials. No drug-related serious adverse events were reported in
clinical trials.

Please visit http://www.viropharma.com/products/cinryze.aspx for
the full U.S. Prescribing Information; the prescribing information
for other countries can be found at http://www.viropharma.com.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This announcement is for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to sell
ViroPharma common stock. The offer to buy ViroPharma common stock
will only be made pursuant to a tender offer statement (including the
offer to purchase, letter of transmittal and other related tender
offer materials). Investors and security holders are urged to read
both the tender offer statement (which will be filed by Shire
Pharmaceutical Holdings Ireland Limited (SPHIL) and a subsidiary of
SPHIL with the U.S. Securities and Exchange Commission (SEC) and the
solicitation/recommendation statement on Schedule 14d-9 with respect
to the tender offer (which will be filed by ViroPharma with the SEC)
when they become available because they will contain important
information, including the terms and conditions of the offer.
Investors and security holders may obtain a free copy of these
materials (when available) and other documents filed by SPHIL and
ViroPharma with the SEC at the website maintained by the SEC at
http://www.sec.gov. The tender offer statement and related materials,
and the solicitation/recommendation statement, may also be obtained
(when available) for free by contacting Shire Investor Relations, at
the contact information listed below. ViroPharma also will provide a
copy of these materials without charge on its website at
http://www.viropharma.com under the "Investors" section.

Copies of these materials and any documentation relating to the
tender offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
any jurisdiction where to do so would be unlawful.

Footnotes

1) Based on the most recent consensus estimates compiled by Consensus
Forecast Ltd, as of the date of this release, of combined net revenues for Elaprase,
Firazyr, Replagal and VPRIV for the year ending December 31, 2013, available on
Shire's website (http://www.shire.com/shireplc/en/investors/forecasts) and FactSet
consensus forecasts (downloaded November 4, 2013) for ViroPharma and for the year
ending December 31, 2014 for Shire.

SHIRE FORWARD - LOOKING STATEMENTS

Statements included in this announcement that are not historical
facts are forward-looking statements. Forward-looking statements
involve a number of risks and uncertainties and are subject to change
at any time. In the event such risks or uncertainties materialize,
Shire's results could be materially adversely affected. The risks and
uncertainties include, but are not limited to, that:

- Shire's products may not be a commercial success;
- revenues from ADDERALL XR are subject to generic erosion;
- the failure to obtain and maintain reimbursement, or an adequate level of
reimbursement, by third-party payors in a timely manner for Shire's products may
impact future revenues and earnings;
- Shire relies on a single source for manufacture of certain of its products and
a disruption to the supply chain for those products may result in Shire being unable
to continue marketing or developing a product or may result in Shire being unable to
do so on a commercially viable basis;
- Shire uses third party manufacturers to manufacture many of its products and
is reliant upon third party contractors for certain goods and services, and any
inability of these third party manufacturers to manufacture products, or any failure
of these third party contractors to provide these goods and services, in each case in
accordance with its respective contractual obligations, could adversely affect Shire's
ability to manage its manufacturing processes or to operate its business;
- the development, approval and manufacturing of Shire's products is subject to
extensive oversight by various regulatory agencies and regulatory approvals or
interventions associated with changes to manufacturing sites, ingredients or
manufacturing processes could lead to significant delays, increase in operating costs,
lost product sales, an interruption of research activities or the delay of new product
launches;
- the actions of certain customers could affect Shire 's ability to sell or
market products profitably and fluctuations in buying or distribution patterns by such
customers could adversely impact Shire's revenues, financial conditions or results of
operations;
- investigations or enforcement action by regulatory authorities or law
enforcement agencies relating to Shire's activities in the highly regulated markets in
which it operates may result in the distraction of senior management, significant
legal costs and the payment of substantial compensation or fines;
- Shire's proposed acquisition of ViroPharma may not be consummated due to the
occurrence of an event, change or other circumstances that gives rise to the
termination of the merger agreement;
- a governmental or regulatory approval required for the proposed acquisition of
ViroPharma may not obtained, or may be obtained subject to conditions that are not
anticipated, or another condition to the closing of the proposed acquisition may not
be satisfied;
- ViroPharma may be unable to retain and hire key personnel and/or maintain its
relationships with customers, suppliers and other business partners pending the
consummation of the proposed acquisition by Shire, or ViroPharma's business may be
disrupted by the proposed acquisition, including increased costs and diversion of
management time and resources;
- difficulties in integrating ViroPharma into Shire may lead to the combined
company not being able to realize the expected operating efficiencies, cost savings,
revenue enhancements, synergies or other benefits at the time anticipated or at all;

and other risks and uncertainties detailed from time to time in
Shire's or ViroPharma's filings with the U.S. Securities and Exchange
Commission, including their respective most recent Annual Reports on
Form 10-K.

VIROPHARMA FORWARD - LOOKING STATEMENTS

Statements contained or incorporated by reference in this document
contain information that includes or is based on "forward-looking
statements". These statements include statements regarding planned
completion of the offer and the merger. We have tried, whenever
possible, to identify such statements by words such as "believes,"
"expects," "anticipates," "intends," "estimates," "plan,"
"projected," "forecast," "will," "may" or similar expressions.
Because these statements reflect our current views concerning future
events and are based on a number of assumptions that could ultimately
prove inaccurate, these forward-looking statements are subject to
risks and uncertainties including, but not limited to: all elements
of our financial guidance for 2013, our ability to continue to
successfully commercialize our products in the United States and
Europe, the timing and results of anticipated events in our clinical
development programs, and our ability to identify and execute upon
business development opportunities.

Our actual results may vary depending on a variety of factors,
including:

- our ability to continue to identify and retain prophylaxis Cinryze
patients in the United States and Europe at the rate we anticipate, the total number
of potential prophylaxis Cinryze patients in the United States and Europe and our
market share of HAE patients in the United States and Europe;
- the size of the market, future growth potential and market share for Buccolam
and Plenadren in Europe;
- the availability of sufficient third party payer reimbursement for each of our
products in the United States and Europe;
- fluctuations in wholesaler and SP order patterns and inventory levels;
- competition from the approval of products which are currently marketed for
other indications by other companies or new pharmaceuticals and technological advances
to treat the conditions addressed by Cinryze, Buccolam and Plenadren;
- changes in prescribing or procedural practices of physicians, including
off-label prescribing of products competitive with Cinryze, Buccolam and Plenadren;
- manufacturing, supply or distribution interruptions, including but not limited
to our ability to acquire adequate supplies of Cinryze and our other products in order
to meet demand for each product;
- our ability to receive regulatory approval for the use of Cinryze for
additional indications and routes of administration and in additional territories in
the timeframes we anticipate or at all;
- the impact of healthcare reform legislation in the United States;
- actions by the FDA and EMA or other government regulatory agencies;
- the timing and results of anticipated events in our clinical development
programs including studies with Cinryze subcutaneous formulations, Cinryze for
antibody mediated rejection, and maribavir for treatment of CMV infections in
transplant recipients; and
- whether we pursue regulatory approval of Plenadren in the United States.

Biologics such as Cinryze require processing steps that are more
difficult than those required for most chemical pharmaceuticals, and
as a result, Sanquin, our manufacturer of Cinryze has received
observations on Form 483 and a warning letter which require us to
continue to meet commitments made to the FDA related to various
manufacturing issues. In the event Sanquin fails to meet these
commitments, the FDA may take actions that limit our ability to
manufacture Cinryze. In the event Sanquin is not able to manufacture
the anticipated volume of product at the industrial scale as a result
of either FDA requirements, batch failures, variability in batch
yields, required maintenance or other causes, we may not be able to
satisfy patient demand or build safety stock. Our inability to obtain
adequate product supplies to satisfy our patient demand may create
opportunities for our competitors and we will suffer a loss of
potential future revenues.

Forward looking statements related to the transaction include: the
timing of the filings and approvals relating to the transaction and
the expected timing of the completion of the transaction;
uncertainties as to the percentage of the ViroPharma's stockholders
tendering their shares in the offer; the possibility that competing
offers will be made; the possibility that various closing conditions
for the transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the transaction or may approve the
transaction with certain burdensome conditions that may result in a
termination of the Merger Agreement; the effects of disruption caused
by the transaction making it more difficult to maintain relationships
with employees, collaborators, vendors and other business partners;
the risk that stockholder litigation in connection with the
transaction may result in significant costs of defense,
indemnification and liability; and other risks and uncertainties
discussed in the ViroPharma's filings with the SEC, including the
"Risk Factors" sections of the ViroPharma's most recent annual report
on Form 10-K and subsequent quarterly reports on Form 10-Q, as well
as the tender offer documents to be filed by SPHIL and a subsidiary
of SPHIL, and the Solicitation/Recommendation Statement to be filed
by ViroPharma. These risks, uncertainties and other factors,
individually or in the aggregate, could cause actual results and
events to differ materially from those referred to in the
forward-looking statements. All forward-looking statements are based
on information currently available to ViroPharma, and ViroPharma
assumes no obligation to update any such forward-looking statements.

For further information please contact:

Investor Relations
For Shire:
Eric Rojas, erojas@shire.com, +1-781-482-0999
Sarah Elton-Farr, seltonfarr@shire.com, +44(0)1256-894157

For ViroPharma:
Robert A. Doody, Robert.doody@viropharma.com, +1-610-321-6290

Media
For Shire:
Jessica Mann, jmann@shire.com, +44(0)1256-894-280
Gwen Fisher, gfisher@shire.com, +1-484-595-9836

For ViroPharma:
Paul Caminiti, caminiti@sardverb.com, +1-212-687-8080
Robin Weinberg, rweinberg@sardverb.com, +1-212-687-8080
Michael Henson, mhenson@sardverb.com, +44(0)20-3178-8914

ots Originaltext: Shire plc & ViroPharma Incorporated
Im Internet recherchierbar: http://www.presseportal.de