Baxalta (BXLT)

[Enterprising Investor]

Shire shareholders approve $32 bln Baxalta merger (5/27/16)

By Ian Walker

LONDON--Shareholders of Dublin-based pharmaceutical company Shire PLC SHP Friday approved the company's proposed $32 billion merger with Bannockburn, Ill-based Baxalta Incorporated at the general meeting, and the deal is expected to close on June 3.

Shire Chief Executive Flemming Ornskov said: "The combination will allow us to realize our goal of building the leading global biotechnology company focused on rare diseases and other highly specialized conditions, offering greater opportunities for our patients, healthcare partners and employees."

Shire and Baxalta announced their deal in January. The two companies signed off on the deal after overcoming fears the tie-up could run afoul of U.S. laws that prohibit tax-free spinoffs from being used as a device to funnel cash to shareholders. Baxalta was separated from parent Baxter International Inc. in July.

Shire agreed to pay $18 in cash plus 0.1482 of its American depository shares for each Baxalta share, making it one of the few ever cash-and-stock deals involving a recent tax-free spinoff.

Early last month, the Treasury Department imposed new rules that make it harder for companies to move their tax addresses out of the U.S. and then shift profits to low-tax countries using a maneuver known as earnings stripping.

Completion of the merger remains subject to approval by Baxalta shareholders, with a vote scheduled for 12GMT Friday, and other customary closing conditions, Shire said.

http://www.marketwatch.com/story/shire-shareholders-approve-32-bln-baxalta-merger-2016-05-27