Shire plc ("Shire") Publication of Circular, Notice of General Meeting and Prospectus and Directorate Change

Dublin (ots/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 THAT JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

Publication of Circular, Notice and Prospectus

Further to the announcement made on 11 January 2016 of the
proposed combination of Shire with Baxalta Incorporated ("Baxalta")
(the "Proposed Merger" to create the "Combined Group"), Shire
announces that the UK Listing Authority has approved a Class 1
Circular and a Prospectus in relation to the Proposed Merger dated 18
April 2016.

The Circular contains a notice of general meeting (the "General
Meeting") of Shire to vote on the resolutions required to approve and
implement the Proposed Merger and related matters. These resolutions
will require approval by a simple majority (in the case of
resolutions 1 and 2, being ordinary resolutions) or 75% (in the case
of resolutions 3 and 4, being special resolutions) of the Shire
shareholders present and voting (in person or by proxy) at the
General Meeting.

Copies of the Circular and related documents will be circulated in
hard copy to those Shire shareholders who have elected to receive
them in such form (and other Shire shareholders will be sent
notification that the Circular and other related documents, including
the Prospectus, are available online at
http://investors.shire.com/shire-proposed-combination-with-baxalta).

The General Meeting will be held at 8 a.m. on 27 May 2016 at The
Merrion Hotel, Merrion Street Upper, Dublin 2, Ireland.

Copies of the Circular and the Prospectus are available for
inspection at Shire's registered office at 22 Grenville Street, St
Helier, Jersey JE4 8PX and at the offices of Slaughter and May, One
Bunhill Row, London, EC1Y 8YY during normal business hours on any
business day with effect from today and up to and including the
conclusion of the Proposed Merger. Copies are also available for
inspection on the UK Listing Authority's National Storage Mechanism
at http://www.morningstar.co.uk/uk/NSM.

Directorate Change

Shire is also pleased to announce the conditional appointment of
Gail D. Fosler and Albert P.L. Stroucken as non-executive directors
of Shire, each of whom currently serves on the Board of Baxalta.
These appointments are conditional upon, and will take effect from,
completion of the Proposed Merger. Following Ms. Fosler and Mr.
Stroucken's appointment, the Board of the Combined Group will
comprise 12 directors, including 10 non-executive directors, a
majority of whom will be independent non-executive directors.

Susan Kilsby, Chairman of Shire, commented:

"Ms. Fosler and Mr. Stroucken will bring significant experience to
the Shire Board, each having served as a member of the Boards of
Baxalta and Baxter International Inc., as well as having
distinguished personal careers. I personally look forward to working
with each of them and the other members of the Shire Board to
continue to deliver value to our patients, physicians, shareholders
and other stakeholders as the global leader in rare diseases and
other specialty conditions."

Wayne T. Hockmeyer, Ph.D., who had previously indicated that he
would be willing to serve in the role of Deputy Chairman of Shire,
has elected not to serve on the Board of the Combined Group.

Wayne T. Hockmeyer, Chairman of Baxalta, commented:

"It is with significant regret that I have made the decision, due
to personal and family reasons, to withdraw myself from consideration
for appointment to the Board of Shire following the anticipated close
of the company's combination with Baxalta. I remain supportive and
enthusiastic about the Combined Group, the talent that exists across
both companies and the potential that will exist, following
Completion, to help even more patients and their families."

Ms. Kilsby further commented:

"Speaking on behalf of the Shire Board, we respect Dr. Hockmeyer's
decision to withdraw from consideration for personal reasons and wish
him well."

Details of the new Shire directors

Gail D. Fosler

Ms. Fosler is President of The GailFosler Group LLC, a strategic
advisory service for global business leaders and public policy
makers, which she has led since 2010. Prior to that, Ms. Fosler spent
more than 20 years at The Conference Board, a global research and
business membership organization, where she held several positions
including President, Executive Vice President and Chief Economist.
Ms. Fosler currently serves as a director of Baxalta and of Swiss
Reinsurance America Corporation, and as Chairman of Deschner
Corporation. Previously, Ms. Fosler served as a director of Baxter
International Inc and Caterpillar Inc.

Albert P.L. Stroucken

Mr. Stroucken is Executive Chairman of Owens-Illinois Inc, a glass
packaging company, having served as Chairman, President and Chief
Executive Officer from 2006 until 2015. Between 1998 and 2006 Mr.
Stroucken served as President and Chief Executive Officer, and then
Chairman, of H.B. Fuller Company, a manufacturer of adhesives,
sealants, coatings, paints and other specialty chemicals. From 1997
to 1998 he was General Manager of the Inorganics Division of Bayer
AG. From 1992 to 1997 Mr. Stroucken was Executive Vice President and
President of the Industrial Chemicals Division of Bayer Corporation.
Mr. Stroucken currently serves as a director of Baxter International
Inc and of Baxalta.

No further information is required to be disclosed in respect of
the new Shire directors pursuant to Listing Rule 9.6.13R.

About Shire

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

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

We focus on providing treatments in Rare Diseases, Neuroscience,
Gastrointestinal and Internal Medicine and are developing treatments
for symptomatic conditions treated by specialist physicians in other
targeted therapeutic areas, such as Ophthalmics.

http://www.shire.com

Advisers

Evercore Partners International LLP ("Evercore") and Morgan
Stanley & Co. International plc ("Morgan Stanley") are acting as
joint financial adviser and joint sponsor in connection with the
Proposed Merger and related matters.

Evercore, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as financial
adviser to Shire in connection with the Proposed Merger and/or the
matters referred to in this announcement and no one else in
connection with the matters referred to in this announcement and will
not be responsible to anyone other than Shire for providing the
protections afforded to clients of Evercore or for providing advice
in relation to the contents of this announcement or any other matters
referred to herein.

Morgan Stanley, 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 as
financial adviser to Shire and no one else in connection with the
matters referred to in this announcement. In connection with such
matters, Morgan Stanley, its affiliates and its and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other
person other than Shire for providing the protections afforded to
their clients or for providing advice in connection with the contents
of this announcement or any other matter referred to herein.

Additional information

This communication does not constitute an offer to buy or
solicitation of any offer to sell securities or a solicitation of any
vote or approval. It does not constitute a prospectus or prospectus
equivalent document. This communication relates to the proposed
business combination between Shire and Baxalta. The proposed
combination is being submitted to Shire's and Baxalta's shareholders
for their consideration and approval. In connection with the proposed
combination, Shire and Baxalta have published or filed relevant
materials with (i) the SEC, including a Shire registration statement
on Form S-4 that includes a proxy statement of Baxalta and a
prospectus of Shire, and (ii) the Financial Conduct Authority (FCA)
in the UK, including a prospectus relating to Shire ordinary shares
to be issued in connection with the proposed combination and a
circular to the shareholders of Shire. Baxalta will mail the proxy
statement/prospectus to its shareholders and Shire will mail the
circular to its shareholders that have elected to receive information
in hard copy. This communication is not a substitute for the
registration statement, proxy statement/prospectus, UK prospectus,
circular or other document(s) that Shire and/or Baxalta may file with
the SEC or the FCA in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF SHIRE AND BAXALTA ARE URGED TO READ
CAREFULLY THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS FILED WITH THE SEC AND THE UK PROSPECTUS AND CIRCULAR
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SHIRE, BAXALTA AND
THE PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of these documents (when they are available) and other
related documents filed with the SEC at the SEC's web site at
http://www.sec.gov/ Investors may request copies of the documents
filed with the SEC by Shire by directing a request to Shire's
Investor Relations department at Shire plc, Attention: Investor
Relations, 300 Shire Way, Lexington, MA 02421 or to Shire's Investor
Relations department at +1-484-595-2220 in the U.S. and +44 1256
894157 in the UK or by email to investorrelations@shire.com.
Investors may request copies of the documents filed with the SEC by
Baxalta by directing a request to Mary Kay Ladone at
mary.kay.ladone@baxalta.com or (224)-948-3371.

Unless otherwise defined, all capitalised terms in this
announcement have the same meaning as those contained in the Circular
and the Prospectus.

Important Notice

The release, publication or distribution of this document in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and should observe, any
applicable requirements. Any failure to comply with these
requirements may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Merger disclaim any
responsibility or liability for the violation of such requirements by
any person.

Unless otherwise determined by Shire, and permitted by applicable
law and regulation, New Shire Shares will not be offered, directly or
indirectly, in, into or from a jurisdiction where to do so would
violate the laws in that jurisdiction. Accordingly, copies of this
document and all documents relating to the Merger are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving
this document and all documents relating to the Merger (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where to
do so would violate the laws in that jurisdiction.

The availability of the New Shire Shares to Baxalta Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are located. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.

Enquiries:

Shire
Investor Relations

Sarah Elton-Farr

seltonfarr@shire.com
+44-1256-894157

Media

Michele Galen

mgalen@shire.com

+1-781-482-1867

ots Originaltext: Shire Pharmaceuticals Group Plc
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