Shire proposes acquisition of Movetis for fully diluted equity purchase price of EUR428 million

Shire plcAug 5 2010

- Proposed recommended cash acquisition of specialty gastrointestinal (GI) company Movetis NV for a fully diluted equity purchase price of EUR428 million in cash. As at March 31, 2010, their last reporting date, Movetis held EUR100 million in cash; based on this the enterprise value of Movetis (less cash) would be EUR328 million - Strong strategic fit with Shire's growing core GI business; RESOLOR(R) brings an additional approved GI medicine with strong patent protection addressing a symptomatic unmet need - The acquisition of Movetis is value and growth enhancing, will be earnings accretive after 2012, and adds immediate revenues from the recently launched RESOLOR to Shire's GI portfolio - Proposed acquisition of Movetis brings to Shire world-class research and development talent and a promising GI pipeline, offering additional opportunities that include two projects in early clinical development and several pre-clinical leads as well as the rights to a large library of qualified lead compounds with potential for development in different GI indications - Broadens Shire's international specialty product portfolio and further expands its ex-US business - Movetis has rights to RESOLOR in the 27 countries of the European Union, plus Iceland, Lichtenstein, Norway and Switzerland. RESOLOR is approved in 30 of these countries and is already launched in Germany and the UK. Shire anticipates further launches in other European countries in the next 12 months. Movetis is entitled to receive royalties on sales of RESOLOR outside of Europe from Johnson & Johnson - RESOLOR is a new chemical entity with composition of matter patent protection extending through 2020 and Shire estimates potential annual peak sales of over EUR300 million - The acquisition expands and complements Shire's commercial capability and longstanding expertise in the GI field - The acquisition of Movetis will be financed from Shire's existing cash resources - Institutional shareholders, holding in aggregate 38.9% of Movetis' issued share capital, have unconditionally agreed to accept the offer in respect of their own shares - Shire confirms that its business continues to perform very well. Given this strong performance there is no impact to previously stated guidance for 2010 due to the modest short term financial effect of the acquisition of Movetis. Shire will update its guidance when it announces its Second Quarter results on Wednesday August 4, 2010

Shire plc (LSE: SHP, NASDAQ: SHPGY), the global specialty biopharmaceutical company, announces that a Luxembourg incorporated wholly-owned subsidiary of Shire plc will launch a voluntary public takeover offer for all the shares in Movetis NV, the Belgium-based European specialty gastrointestinal (GI) company. Movetis is listed on Euronext and focuses on discovering, developing and commercializing innovative treatments for GI conditions with a high unmet medical need.

Movetis' board unanimously supports the transaction and will recommend acceptance of the offer to its shareholders. Institutional shareholders holding 38.9% of Movetis' issued share capital, have unconditionally agreed to accept the offer in respect of their own shares.

This proposed acquisition will significantly broaden Shire's GI portfolio and immediately add growing revenues, further expanding Shire's GI market presence in Europe with the recently launched RESOLOR(R) (prucalopride), a new chemical entity. RESOLOR is approved in the 27 countries of the European Union as well as Iceland, Lichtenstein and Norway and is indicated for the symptomatic treatment of chronic constipation in women in whom laxatives fail to provide adequate relief. Movetis has the rights to RESOLOR in the EU, Iceland, Lichtenstein, Norway and Switzerland and is entitled to royalties on sales of RESOLOR outside of Europe from Johnson & Johnson.

Mike Cola, President of Shire's Specialty Pharmaceuticals business, comments:

"This proposed acquisition of Movetis provides a highly complementary fit for our GI business unit and supports our strategy of expanding our specialty product portfolio into international markets. This is aligned with our strategy of developing and commercializing medicines to address symptomatic diseases treated by specialist physicians, in this case gastroenterologists. The acquisition of Movetis will provide immediate revenue from a newly-launched product that has strong patent protection, as well as a promising GI pipeline."

Terms of the Offer

Shire will offer EUR19 per share in cash for all of the issued shares of Movetis, valuing the company's fully diluted equity at EUR428 million (as at March 31, 2010, their last reporting date, Movetis held EUR100 million in cash; based on this the enterprise value (less cash) of Movetis would be EUR328 million). The acquisition will be funded out of Shire's current cash resources.

It is anticipated that the offer to Movetis' shareholders will open for acceptance in September. The offer is contingent upon the fulfillment of certain conditions, including receipt of acceptances in respect of at least 90% of the shares that are the subject of the offer and that Movetis does not suffer a material adverse change before the results of the offer are published.

Shire has entered into agreements with institutional shareholders in which they have unconditionally committed 38.9% of Movetis' existing ordinary share capital to the offer.

Once finalized, the prospectus will be published and circulated to Movetis' shareholders, and details will be available on www.shire.com and www.movetis.com. No action will be taken to permit a public tender offer in any other jurisdiction than Belgium.

Deutsche Bank AG is acting as financial adviser to Shire.

Strategic Rationale for the Transaction

The acquisition adds to Shire's portfolio of treatments for GI conditions with high unmet need and prescribed by specialist physicians. Shire's stated strategic focus on GI led to the establishment several years ago of a dedicated GI business unit. Shire's proposed acquisition of Movetis brings rights to the recently approved RESOLOR in Europe as well as world-class research and development talent and a promising GI pipeline, offering additional opportunities for Shire. The acquisition will expand the growth of Shire's marketed GI product portfolio internationally.

RESOLOR is a selective, high-affinity 5-HT(4) receptor agonist specifically developed to target impaired motility associated with chronic constipation. It has composition of matter patent protection extending through 2020 and Shire estimates potential peak sales of over EUR300 million. The patients in this category are generally served by specialist gastroenterologists. Other marketed treatments for this condition are limited or have associated serious adverse effects. In addition to RESOLOR, Movetis has two projects in early clinical development and several pre-clinical leads as well as the rights to a large library of qualified lead compounds with potential for development and commercialization by Movetis in global markets in different GI indications.