Merger of BioChem Pharma and Shire Pharmaceuticals Successfully Closed

14-May-2001

The Board of BioChem Pharma Inc. ("BioChem") (NASDAQ: BCHE; TSE: BCH) is pleased to announce that the merger of Shire Pharmaceuticals Group plc ("Shire") with BioChem successfully closed today. This is further to the announcement dated May 8, 2001, announcing the receipt of notification from the Minister of Industry, the minister responsible for the Investment Canada Act, that Shire’s proposed merger with BioChem has been approved. The merger has been effected by way of a share-for-share exchange, pursuant to which each BioChem shareholder had the choice of receiving as consideration for each BioChem common share held: - a number of Shire Ordinary Shares equal to the exchange ratio referred to below in respect of the merger; - provided that the BioChem shareholder is a Canadian resident, a number of Exchangeable Shares of Shire Acquisition Inc. equal to the exchange ratio divided by three, which are exchangeable into Shire Ordinary Shares or Shire ADSs at a rate of 1 Exchangeable Share for 3 Shire Ordinary Shares or 1 Exchangeable Share for 1 Shire ADS; - a number of Shire ADSs equal to the exchange ratio divided by three; or - a combination of the above. As set out in the announcement dated May 8, 2001, the exchange ratio is 2.2757 Shire Ordinary Shares for each BioChem common share held. As a result of completion of the merger, and further to elections made by BioChem shareholders, 67,319,773 Shire Ordinary Shares, 17,292,148 Exchangeable Shares and 37,375,952 Shire ADSs in aggregate were issued to BioChem shareholders at closing. The Board of Shire expects the Shire Ordinary Shares issued pursuant to the merger to be admitted to the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange at 8.00 a.m. (London time) on Monday May 14, 2001 and the Exchangeable Shares and the Shire ADSs to start trading on Monday May 14, 2001 on The Toronto Stock Exchange ("TSE") and NASDAQ respectively. The BioChem common shares will be delisted from the TSE contemporaneously with the listing of the Exchangeable Shares on the TSE on Monday May 14, 2001 and will be delisted from NASDAQ as of closing of business today. The ticker symbol of the Exchangeable Shares on the TSE will be "SHQ". Shire has advised BioChem that it expects the CREST transfers to be made on Monday May 14, 2001 and the share certificates to be despatched to the BioChem shareholders shortly.

https://www.chemeurope.com/en/news/3138/merger-of-biochem-pharma-and-shire-pharmaceuticals-successfully-closed.html