TKTX Transkaryotic Therapies (MM)

TKT Announces Agreement to be Acquired by Shire for $1.6 Billion CAMBRIDGE, Mass., April 21 /PRNewswire-FirstCall/ -- Tranksaryotic Therapies, Inc. (NASDAQ:TKTX) today announced that it has signed a definitive agreement with Shire Pharmaceuticals Group plc. (LSE: SHP.L; Nasdaq: SHPGY; TSX: SHQ) under which Shire has agreed to acquire TKT. Shire will pay $37 in cash for each share of TKT common stock, or approximately $1.6 billion, representing a 44% premium to $25.77, which is the last four week average of TKT's closing share price. Closing of this transaction is subject to, among other things, regulatory clearance and approval of the stockholders of each company. The transaction is expected to close in the third quarter of 2005. Upon completion of the transaction the combined company will be a diversified business with small molecule drugs and protein therapeutics and will be positioned to build on each company's commercial capabilities which employ small, focused sales forces to work with specialist physicians. TKT offers significant expertise in the discovery, development, manufacturing and marketing of protein therapeutics. TKT has the prospect of three commercial products in 2006. Currently, TKT sells Replagal(TM) (agalsidase alfa), its enzyme replacement therapy for the treatment of Fabry disease and intends to introduce Dynepo(TM) (epoetin delta), its Gene- Activated(R) erythropoietin product for the treatment of anemia associated with renal disease in the European Union in the first half of 2006. Recently, TKT completed a pivotal Phase III clinical trial evaluating iduronate-2- sulfatase (I2S), an enzyme replacement therapy for the treatment of Hunter syndrome. The company expects to report top-line results for I2S in June 2005 and if positive, to file for regulatory approval in both the U.S. and Europe in the second half of 2005. Shire Chief Executive Officer, Matthew Emmens, said, "This is an important and complementary acquisition that delivers on our strategy and brings to us a new, sustainable area of specialty pharmaceutical expertise in a market where there are only a small number of players. We expect that TKT's protein based drugs and clinical development pipeline based on a proven technology platform will enable us to diversify and broaden our revenue base, while continuing to grow our profits and further build our pipeline and platform for growth. We believe this acquisition positions us well for the near- and long-term. We are looking forward to the prospect of working with our new colleagues from TKT." TKT also announced that Michael J. Astrue, the company's Chief Executive Officer, resigned as an officer and as a director of the company. TKT's Board of Directors appointed David D. Pendergast, Ph.D., to serve as President and Chief Executive Officer of TKT and elected him to the Board of Directors. Dr. Pendergast, who was previously Chief Operating Officer of TKT, will assume this new role effective immediately. "We are extremely gratified that Shire has recognized the value of our business and the dramatic progress we have made, particularly in the last two years," said David D. Pendergast, Ph.D., Chief Executive Officer of TKT. "We believe the substantial resources and capabilities of Shire can accelerate the commercial opportunities of our products and future product candidates." In addition, Shire and TKT have entered into a license agreement under which TKT granted to Shire the right to manufacture, use, distribute and sell Dynepo outside of North America. The license will only take effect if the acquisition does not occur for specified reasons. Warburg Pincus & Co. and certain of its affiliates, which together beneficially own approximately 14% of the outstanding shares of the common stock of TKT, have agreed, pursuant to a voting agreement with Shire, that they will vote all their shares in favor of the transaction at the meeting of TKT stockholders. If the merger agreement is terminated, however, including by TKT in order to accept an offer from a third party that the Board of Directors determines to be superior, the voting agreement also terminates. SG Cowen & Co., LLC acted as financial advisor to TKT in connection with the transaction. SG Cowen & Co., LLC and Banc of America Securities LLC each delivered a fairness opinion to TKT. Conference Call and Webcast: TKT will participate on a conference call and webcast with the management of Shire today, Thursday, April 21, 2005 at 10:45 a.m. EDT to discuss the definitive agreement. To participate by telephone, dial (866) 224-3295 or Standard International dial +44 (0) 1452 568 060, password: Shire. A live audio webcast can be accessed on the TKT web site at http://www.tktx.com/ within the Investor Information section. About TKT TKT is a biopharmaceutical company primarily focused on researching, developing and commercializing treatments for rare diseases caused by protein deficiencies. Within this focus, the company markets Replagal(TM), an enzyme replacement therapy for Fabry disease, and is developing treatments for Hunter syndrome and Gaucher disease. In addition to its focus on rare diseases, TKT intends to commercialize Dynepo(TM), its Gene-Activated(R) erythropoietin product for anemia related to kidney disease, in the European Union. TKT was founded in 1988 and is headquartered in Cambridge, Massachusetts, with additional operations in Europe, Canada and South America. Additional information about TKT is available on the company's website at http://www.tktx.com/. Important Additional Information Will Be Filed with the SEC TKT plans to file with the SEC and mail to its stockholders a Proxy Statement in connection with the transaction. The Proxy Statement will contain important information about TKT, the transaction and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the company through the web site maintained by the SEC at http://www.sec.gov/. In addition, investors and security holders will be able to obtain free copies of the Proxy Statement from TKT by contacting Corporate Communications, 700 Main Street, Cambridge, MA 02139. TKT, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding TKT's directors and executive officers is contained in TKT's Annual Report on Form 10-K for the year ended December 31, 2004, its proxy statement dated April 27, 2004, and its Current Reports on Form 8-K dated March 30, 2005 and April 15, 2005, each of which is filed with the SEC. As of April 1, 2005, TKT's directors and executive officers and their affiliates, including Warburg Pincus & Co., beneficially owned approximately 5,333,922 shares, or 15%, of TKT's common stock. All outstanding options for TKT common stock, whether or not vested, including those held by current directors and executive officers, will be cashed out in the merger based on the $37 per share purchase price. In addition, Shire has committed to maintaining TKT's 2005 Management Bonus Plan, in which the company's executive officers participate in accordance with its current terms in respect of the 2005 performance year. Following the merger, Shire has agreed to provide certain retention and severance benefits to TKT's employees, including its executive officers. A more complete description will be available in the Proxy Statement when it is filed with the SEC. Safe Harbor for Forward-Looking Statements This press release contains forward-looking statements regarding the proposed transaction between Shire and TKT, the company's development of certain products, including Replagal, I2S and Dynepo, the timing of clinical trials, clinical trial results and regulatory filings, and statements regarding the company's financial outlook, as well as statements about future expectations, beliefs, goals, plans or prospects, including statements containing the words "believes," "anticipates," "plans," "expects," "estimates," "intends," "should," "could," "will," "may," and similar expressions. There are a number of important factors that could cause actual results to differ materially from those indicated by such forward-looking statements, including: the ability to obtain the approval of the stockholders of each company; the ability to consummate the transaction; whether any of the company's products will achieve the commercial success anticipated by the company; whether competing products will reduce the market opportunity for such products; whether I2S will be safe and effective as a treatment for Hunter syndrome; whether GA-GCB will be safe and effective as a treatment for Gaucher disease; whether the company will be able to successfully complete clinical trials of its products; enrollment rates for clinical trials; whether the results of clinical trials, will be indicative of results obtained in later clinical trials; whether future clinical trials will be conducted and conducted on a timely basis; the ability of the company and its collaborators to successfully complete development of its products; the ability to manufacture sufficient quantities of its products to satisfy both clinical trial requirements and commercial demand; the timing of submissions to and decisions by regulatory authorities in the United States, Europe, Japan and other countries regarding clinical trials and marketing and other applications; whether the FDA and equivalent regulatory authorities grant marketing approval for the company's products on a timeline consistent with the company's expectations, or at all; the availability and extent of coverage from third party payors and the receipt of reimbursement approvals for the company's products; whether competing products will reduce any market opportunity that may exist; results of litigation; whether the company will be successful in establishing European manufacturing for Dynepo; and other factors set forth under the caption "Certain Factors That May Affect Future Results" in the company's Annual Report on Form 10-K for the year ended December 31, 2004, which is on file with the SEC and which factors are incorporated herein by reference. While the company may elect to update forward-looking statements at some point in the future, the company specifically disclaims any obligation to do so, even if its expectations change. Gene-Activated(R) is a registered trademark and Replagal(TM) is a trademark of Transkaryotic Therapies, Inc. Dynepo(TM) is a trademark of Sanofi-Aventis. Investor Contact Media Contact Justine Koenigsberg Barbara Yates (617) 349-0271 (781) 258-6153 http://www.newscom.com/cgi-bin/prnh/19990913/TKTLOGO http://photoarchive.ap.org/ DATASOURCE: Tranksaryotic Therapies, Inc. CONTACT: Justine Koenigsberg, Investor Contact, +1-617-349-0271, or Barbara Yates, Media Contact, +1-781-258-6153, both of Tranksaryotic Therapies, Inc. Web site: http://www.tktx.com/ Company News On-Call: http://www.prnewswire.com/comp/120657.html x

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