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* Joint reasoned statement from Management Board and Supervisory Board published * Offer of EUR 6.25 per share determined to be fair * Shire's expertise will ensure Firazyr®'s successful commercialisation in Europe and support its potential marketing approval in the USA * Shire currently holds a stake of more than 80 percent in Jerini * Acceptance period ends on September 10, 2008 * Offer is not subject to any offer conditions
Berlin, Germany, August 25, 2008 - Jerini AG (FSE:JI4) announced that its Management and Supervisory Boards have thoroughly examined the offer document published on August 13, 2008 by Shire Deutschland Investments GmbH, a wholly-owned indirect subsidiary of Shire Limited, and submitted today a joint reasoned statement on the offer in accordance with Section 27 para. 1 WpÜG (German Securities Acquisition and Takeover Act). The Management and Supervisory Boards consider the offer to be fair and recommend that the shareholders of Jerini AG accept the offer.
Shire's offer price of EUR 6.25 in cash per Jerini share includes a significant premium of approximately 193 percent above the volume weighted average price of EUR 2.13 per Jerini share during the last three months before the submission of the offer that, according to the offer document, was communicated by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) to the Bidder on July 17, 2008.
At the beginning of July, after a careful selection process and after a thorough evaluation of different strategic options, the Management Board and the Supervisory Board of Jerini AG have concluded that Shire is the best partner with which Jerini can further pursue and ensure the market introduction of Firazyr® in Europe and potentially obtain marketing approval in the United States. In the context of the selection process, Shire had made the most attractive offer, which also included offering the highest price. In the opinion of the Management Board and the Supervisory Board, the offer price reflects the value of the Jerini Shares that could be realised upon a successful commercialization of Firazyr®. The Management Board and the Supervisory Board therefore continue to support the offer.
Shire already holds a stake of more than 80 percent in Jerini. The successful commercialization of Firazyr® in Europe and its potential marketing approval in the United States can benefit from the financial support of Shire as the new owner, as well as from Shire's wealth of experience, particularly in relation to niche products for diseases for which there are currently limited or no treatment options - as is the case for Firazyr®. Shire and Jerini have further agreed that they will undertake a strategic evaluation of Jerini's assets (in particular its subsidiaries and development projects) that are not related to Firazyr®, and then decide whether or not these programs should be integrated into Shire's portfolio.
The current members of Jerini AG's Management Board have agreed to step down from their positions as of November 30, 2008. Jerini's current management team, along with some of the company's employees, may consider establishing a new company, which would make an offer to acquire Jerini programs that are not integrated into Shire's portfolio and focus on their further development.
"We welcome Shire's attractive offer. After thorough inspection, we know Shire is a long-term partner who shares Jerini's primary strategic goal - to push ahead with the market launch of Firazyr® in Europe and also to gain marketing approval in the United States, thereby making Firazyr® accessible to the greatest possible number of patients worldwide," said Prof. Dr. Jens Schneider-Mergener, CEO of Jerini AG.
Members of the Jerini Management Board and of the Supervisory Board have already sold their shares to Shire at the offer price. With regard to the consequences of accepting the offer or not, the Management Board and the Supervisory Board of Jerini AG are asking the shareholders to consult the offer document published by Shire (available at www.shire.com) as well as the reasoned statement of the Management Board and the Supervisory Board of Jerini AG, which has been published today and is available on the company's homepage (www.jerini.de).
The acceptance period of the offer ends at September 10, 2008, 24:00 hours CEST. The offer is not subject to any offer conditions. All Jerini shares for which the offer is accepted will therefore be acquired by the bidder.
About Jerini AG Jerini is a pharmaceutical company based in Berlin, Germany, focusing on the discovery, development, and commercialization of novel peptide-based drugs. The company pursues disease indications that have limited or no treatment options and has built a drug pipeline composed of its own programs, as well as others in collaboration with established partners. Jerini's lead compound, Firazyr®, is a first-in-class compound developed for the treatment of hereditary angioedema (HAE), whose European product launch is planned in the third quarter of 2008. Jerini has also established several in-house development programs, which address indications within the therapeutic areas of ophthalmology, oncology, and inflammatory disease. On July 3, 2008, Jerini and Shire Limited's German wholly-owned indirect subsidiary Shire Deutschland Investments GmbH ("Shire") entered into a business combination agreement regarding a strategic partnership. As of early August 2008, Jerini has been a subsidiary of Shire. On August 13, 2008, Shire published an offer document for Jerini shareholders relating to its voluntary public takeover offer in which Jerini shareholders were offered EUR 6.25 per share in cash to acquire their shares. The Management Board and the Supervisory Board of Jerini recommend that the shareholders accept the takeover offer. Jerini expects the public takeover process to be completed by the end of September or early October. For more information, please see www.jerini.com.
About Shire Limited Shire's strategic goal is to become the leading specialty biopharmaceutical company that focuses on meeting the needs of the specialist physician. Shire focuses its business on attention deficit and hyperactivity disorder (ADHD), human genetic therapies (HGT) and gastrointestinal (GI) diseases as well as opportunities in other therapeutic areas to the extent they arise through acquisitions. Shire's in-licensing, merger and acquisition efforts are focused on products in specialist markets with strong intellectual property protection and global rights. Shire believes that a carefully selected and balanced portfolio of products with strategically aligned and relatively small-scale sales forces will deliver strong results. For further information on Shire, please visit the Company's website: www.shire.com.
In case of questions, please contact: Stacy Wiedenmann Director Investor Relations & Corporate Communications Jerini AG Invalidenstr. 130 10115 Berlin T + 49 - 30 - 97893 - 285 X + 49 - 30 - 97893 - 599 wiedenmann@jerini.com
