|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
|
|
Washington, D.C. 20549
|
|
SCHEDULE TO
|
|
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
(Amendment No. 5)
NPS PHARMACEUTICALS, INC.
|
|
(Name of Subject Company (Issuer))
|
|
KNIGHT NEWCO 2, INC.
SHIRE PHARMACEUTICAL HOLDINGS IRELAND LIMITED
SHIRE PLC
|
|
(Names of Filing Persons (Offeror))
|
|
Common Stock, Par Value $0.001 Per Share
|
|
(Title of Class of Securities)
|
|
62936P103
|
|
(Cusip Number of Class of Securities)
|
|
Mark Enyedy
Interim General Counsel
Shire plc
5 Riverwalk, Citywest Business Campus,
Dublin 24, Ireland
+353 1 429 7700
|
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
|
|
Copies to:
|
|
George R. Bason, Jr.
William J. Chudd
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
|
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
|
Check the appropriate boxes below to designate any transactions to which the statement relates:
x third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
|
Check the following box if the filing is a final amendment reporting the results of the tender offer. x
|
This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Shire plc, a company incorporated in Jersey, Channel Islands (“Shire”), Shire Pharmaceutical Holdings Ireland Limited, a company incorporated in Ireland (“SPHIL”), and Knight Newco 2, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Shire (“Purchaser”), with the Securities and Exchange Commission on January 23, 2015 (as previously amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share, of NPS Pharmaceuticals, Inc., a Delaware corporation (“NPS”), for $46.00 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 23, 2015 (as amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached as Exhibit (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11.
Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
At 12:00 midnight, New York City time, at the end of Friday, February 20, 2015, the Offer expired as scheduled and was not extended. As of the expiration of the Offer, approximately 88,869,118 Shares (excluding 7,599,694 Shares tendered by notice of guaranteed delivery) had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 81.7% of the outstanding Shares.
The number of Shares tendered into the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied or waived, Purchaser accepted for payment, and will promptly pay for, all Shares validly tendered into and not validly withdrawn from the Offer.
Following the consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied or waived, and on February 21, 2015, SPHIL completed the acquisition of NPS by consummating the Merger pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the DGCL. At the Merger Effective Time, any Shares not purchased pursuant to the Offer (other than any Shares held as treasury stock by NPS (except for Shares in certain NPS benefit plans), any Shares irrevocably accepted for purchase in the Offer and any Shares with respect to which the relevant stockholders had properly exercised their appraisal rights under the DGCL) were automatically converted into the right to receive, in cash and without interest, an amount equal to the Offer Price.
Following the Merger, all Shares ceased to trade on NASDAQ. Shire intends to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of NPS’s reporting obligations under the Exchange Act as promptly as practicable.
On February 21, 2015, Shire issued a press release announcing the expiration and results of the Offer. The full text of the press release is attached hereto as Exhibit (a)(5)(xvi), and is incorporated herein by reference.
Item 12 (Exhibits).
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
|
(a)(5)(xvi)
|
Press Release issued by Shire plc dated February 21, 2015 announcing the expiration and results of the tender offer and the completion of the merger.
|
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: February 23, 2015
|
Knight Newco 2, Inc.
|
|
By:
|
/s/ Gary Sender
|
| |
Name:
|
Gary Sender
|
| |
Title:
|
President
|
|
Shire Pharmaceutical Holdings Ireland Limited
|
|
By:
|
/s/ Michael Garry
|
| |
Name:
|
Michael Garry
|
| |
Title:
|
Director
|
|
Shire plc
|
|
By:
|
/s/ Mark Enyedy
|
| |
Name:
|
Mark Enyedy
|
| |
Title:
|
Interim General Counsel
|
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
(a)(1)(i)
|
Offer to Purchase dated January 23, 2015.
|
|
(a)(1)(ii)
|
Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
|
|
(a)(1)(iii)
|
Notice of Guaranteed Delivery.
|
|
(a)(1)(iv)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
(a)(1)(v)
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
(a)(1)(vi)
|
Summary Advertisement dated January 23, 2015.
|
|
(a)(5)(i)
|
Joint Press Release issued by Shire plc and NPS Pharmaceuticals, Inc. dated January 11, 2015 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Shire plc on January 12, 2015).
|
|
(a)(5)(ii)
|
Slide Presentation for Investor Conference Call dated January 11, 2015 (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 12, 2015).
|
|
(a)(5)(iii)
|
Transcript of Investor Conference Call dated January 11, 2015 (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 12, 2015).
|
|
(a)(5)(iv)
|
Letter to NPS Employees dated January 12, 2015 (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 12, 2015).
|
|
(a)(5)(v)
|
Slide Presentation (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 14, 2015).
|
|
(a)(5)(vi)
|
Extracts from the transcript of a presentation given by Flemming Ornskov, MD, Chief Executive of Shire, on January 13, 2015 at the J.P. Morgan 33rd Annual Healthcare Conference (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 14, 2015).
|
|
(a)(5)(vii)
|
Selected slides from a presentation given by Flemming Ornskov, MD, Chief Executive of Shire, on January 16, 2015 to employees of NPS Pharmaceuticals, Inc. (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 16, 2015).
|
|
(a)(5)(viii)
|
Complaint filed in the Court of Chancery of the State of Delaware on January 16, 2015 (Bragger v. NPS Pharmaceuticals, Inc. et al.).
|
|
(a)(5)(ix)
|
Complaint filed in the Court of Chancery of the State of Delaware on January 20, 2015 (Grimaldi v. NPS Pharmaceuticals, Inc. et al.)
|
|
(a)(5)(x)
|
Press Release issued by Shire plc dated January 23, 2015 commenting on press release from NPS Pharmaceuticals, Inc. regarding FDA approval of NATPARA.
|
|
(a)(5)(xi)
|
Complaint filed in the Court of Chancery of the State of Delaware on January 23, 2015 (Goldstein v. NPS Pharmaceuticals, Inc. et al.).
|
|
(a)(5)(xii)
|
Complaint filed in the Court of Chancery of the State of Delaware on January 26, 2015 (Mantler v. NPS Pharmaceuticals, Inc. et al.).
|
|
(a)(5)(xiii)
|
Consolidated Amended Complaint filed in the Court of Chancery of the State of Delaware on February 2, 2015 (In Re NPS Pharmaceuticals Stockholders Litigation).
|
|
(a)(5)(xiv)
|
Letter to NPS Pharmaceuticals, Inc. Employees dated February 16, 2015.
|
|
(a)(5)(xv)
|
NPS Pharmaceuticals, Inc. Employee Q&A dated February 16, 2015.
|
|
(a)(5)(xvi)
|
Press Release issued by Shire plc dated February 21, 2015 announcing the expiration and results of the tender offer and the completion of the merger.
|
|
(b)(1)
|
US $2,100,000,000 Multicurrency Revolving and Swingline Facilities Agreement dated 12 December 2014 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Shire plc on December 12, 2014).
|
|
(b)(2)
|
Facilities Agreement dated January 11, 2015 among Shire plc, Citigroup Global Markets Limited, as mandated lead arranger and bookrunner, and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Shire plc on January 12, 2015).
|
|
(c)
|
Not applicable.
|
|
(d)(1)
|
Agreement and Plan of Merger dated as of January 11, 2015 among Shire Pharmaceutical Holdings Ireland Limited, Knight Newco 2, Inc., NPS Pharmaceuticals, Inc. and Shire plc (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Shire plc on January 12, 2015).
|
|
(d)(2)
|
Confidentiality Agreement dated as of December 16, 2014 between NPS Pharmaceuticals, Inc. and Shire Human Genetics Therapies, Inc.
|
|
(e)
|
Not applicable.
|
|
(f)
|
Not applicable.
|
|
(g)
|
Not applicable.
|
|
(h)
|
Not applicable.
|
Exhibit (a)(5)(xvi)
|
Press Release
www.shire.com
|
 |
Shire Completes Acquisition of NPS Pharma
Dublin, Ireland – February 21, 2015 – Shire plc (LSE: SHP, NASDAQ: SHPG) announces the successful completion of the tender offer for all of the outstanding shares of NPS Pharmaceuticals, Inc. (NASDAQ: NPSP) and the subsequent acquisition of NPS Pharma.
The tender offer expired at 12:00 midnight, New York City time, at the end of Friday, February 20, 2015, and was not extended. As of the expiration of the tender offer, a total of approximately 88,869,118 common shares of NPS Pharma (excluding 7,599,694 common shares of NPS Pharma guaranteed to be delivered within the next three NASDAQ trading days) had been validly tendered and not withdrawn pursuant to the tender offer, representing approximately 81.7% of the outstanding common shares of NPS Pharma. All shares that were validly tendered and not withdrawn pursuant to the tender offer were accepted for payment today.
After the acceptance of shares that were validly tendered and not withdrawn pursuant to the tender offer, Shire completed the acquisition of NPS Pharma today through a merger of one of Shire's subsidiaries with and into NPS Pharma. In connection with the merger, all common shares of NPS Pharma that were not accepted for payment in the tender offer (excluding any shares held by NPS Pharma as treasury stock (other than any shares held in an NPS Pharma benefit plan) and any shares with respect to which the holders have properly demanded appraisal rights in accordance with Delaware law) were converted into the right to receive $46.00 per share in cash, without interest and less any applicable withholding taxes, the same price that will be paid for shares accepted for payment in the tender offer. Following completion of the merger, NPS Pharma became a wholly owned subsidiary of Shire and NPS Pharma’s shares ceased to be traded on NASDAQ.
Shire’s Chief Executive Officer, Flemming Ornskov, MD, MPH, commented:
“We are delighted to have completed the acquisition of NPS Pharma, and look forward to working with their talented employees to transform the lives of patients with rare diseases and specialty conditions.
Shire’s global strength and expertise in both rare diseases and GI medicines, coupled with NPS Pharma’s rare disease capabilities, and our shared deep commitment to serving the needs of patients, make this an excellent strategic fit. Together, we aim to provide more patients and their families around the world with much needed medicines and enhanced support services.”
For further information please contact:
|
Investor Relations
|
|
|
|
Sarah Elton-Farr
|
seltonfarr@shire.com
|
+44 1256 894157
+1 484 595 2220
|
|
Media
|
|
|
|
Stephanie Fagan
|
sfagan@shire.com
|
+1 201 572 9581
|
|
Jessica Cotrone
|
jcotrone@shire.com
|
+1 781 482 9538
|
NOTES TO EDITORS
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 we are developing treatments for symptomatic conditions treated by specialist physicians in other targeted therapeutic areas, such as Ophthalmics.
www.shire.com
SHIRE FORWARD-LOOKING STATEMENTS
Statements included in this announcement that are not historical facts are forward-looking statements. Such 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;
|
|
|
·
|
product sales from ADDERALL XR and INTUNIV are subject to generic competition;
|
|
|
·
|
the failure to obtain and maintain reimbursement, or an adequate level of reimbursement, by third-party payers in a timely manner for Shire's products may affect future revenues, financial condition and results of operations;
|
|
|
·
|
Shire conducts its own manufacturing operations for certain of its products and is reliant on third party contract manufacturers to manufacture other products and to provide goods and services. Some of the Shire’s products or ingredients are only available from a single approved source for manufacture. Any disruption to the supply chain for any of the Shire’s 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 for some period of time;
|
|
|
·
|
the manufacture of Shire’s products is subject to extensive oversight by various regulatory agencies. Regulatory approvals or interventions associated with changes to manufacturing sites, ingredients or manufacturing processes could lead to significant delays, an increase in operating costs, lost product sales, an interruption of research activities or the delay of new product launches;
|
|
|
·
|
Shire has a portfolio of products in various stages of research and development. The successful development of these products is highly uncertain and requires significant expenditures and time, and there is no guarantee that these products will receive regulatory approval;
|
|
|
·
|
the actions of certain customers could affect Shire's ability to sell or market products profitably. Fluctuations in buying or distribution patterns by such customers can adversely affect 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 significant legal costs and the payment of substantial compensation or fines;
|
|
|
·
|
adverse outcomes in legal matters and other disputes, including Shire’s ability to enforce and defend patents and other intellectual property rights required for its business, could have a material adverse effect on Shire’s revenues, financial condition or results of operations;
|
|
|
·
|
Shire faces intense competition for highly qualified personnel from other companies and organizations. Shire is undergoing a corporate reorganization and was the subject of an unsuccessful acquisition proposal and the consequent uncertainty could adversely affect Shire’s ability to attract and/or retain the highly skilled personnel needed for Shire to meet its strategic objectives;
|
|
|
·
|
failure to achieve Shire’s strategic objectives with respect to the acquisition of NPS Pharmaceuticals, Inc. may adversely affect Shire’s financial condition and results of operations,
|
and other risks and uncertainties detailed from time to time in Shire’s filings with the US Securities and Exchange Commission, including its most recent Annual Report on Form 10-K.
Nps (NASDAQ:NPSP)
Historical Stock Chart
From May 2024 to Jun 2024
Nps (NASDAQ:NPSP)
Historical Stock Chart
From Jun 2023 to Jun 2024
