Baxalta Announces Preliminary Merger Consideration Election Results

On May 23, 2016 Baxalta Incorporated (NYSE:BXLT) reported the preliminary results of the elections made by its stockholders as to the form of stock consideration to be received in Baxalta’s merger with Shire plc (LSE: SHP, NASDAQ: SHPG) (Press release, Baxalta, MAY 23, 2016, View Source [SID:1234512711]).

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As previously announced, upon the consummation of the merger, each outstanding Baxalta share will be converted into the right to receive:

(i) $18.00 in cash, and
(ii) either 0.1482 of a Shire American Depositary Share (a "Shire ADS"), with each Shire ADS representing three ordinary shares of Shire, or if a Baxalta stockholder elects, 0.4446 of an ordinary share of Shire.
Based on available information, the exchange agent for the election process has advised that, as of the election deadline of 5:00 p.m. Eastern Time on May 20, 2016, holders of approximately 41,803,203 Baxalta shares, or approximately 6.10% of the outstanding Baxalta shares, elected to receive ordinary shares of Shire rather than Shire ADSs.

Baxalta stockholders who made an ordinary share election will be unable to sell or otherwise transfer their shares unless the ordinary share election was properly revoked prior to the election deadline or unless the merger agreement is terminated. Baxalta stockholders who did not make an ordinary share election or who properly revoked any such election prior to the election deadline will, by default, receive Shire ADSs in the merger.