March 2, 2007
March 2,
2007
To Our Shareholders:
We are pleased to inform you that New River Pharmaceuticals Inc.
(“New River”) has entered into an Agreement of Merger
(the “Merger Agreement”) with Shire plc
(“Shire”) and Shuttle Corporation, an indirect wholly
owned subsidiary of Shire (“Purchaser”).
Pursuant to the Merger Agreement, Purchaser has commenced a cash
tender offer for all of the outstanding shares of New River, at
a cash purchase price of $64.00 per share. Accompanying
this letter is (i) New River’s
Solicitation/Recommendation Statement on
Schedule 14D-9,
(ii) Purchaser’s Offer to Purchase, dated
March 2, 2007, which sets forth the terms and conditions of
the tender offer, and (iii) a Letter of Transmittal
containing instructions as to how to tender your shares into the
tender offer. We urge you to read the enclosed materials
carefully. The tender offer will expire at 12:00 midnight, New
York City time, on Thursday, March 29, 2007, unless
extended.
The tender offer is conditioned upon, among other things, a
majority of New River’s outstanding shares, on a
fully-diluted basis, being validly tendered and not withdrawn
prior to the expiration of the tender offer. If successful, the
tender offer will be followed by the merger of Purchaser into
New River, with New River surviving the merger as an indirect
wholly owned subsidiary of Shire. In the merger, all
non-tendered shares of common stock will be converted into the
right to receive the same $64.00 per share cash payment,
without interest, paid in the tender offer.
The board of directors of New River has unanimously determined
that the Merger Agreement and the transactions contemplated
thereby, including the tender offer and the merger, are
advisable, fair to and in the best interests of New River and
its shareholders and approved the Merger Agreement and the
transactions contemplated thereby, including the tender offer
and the merger, on the terms and subject to the conditions set
forth therein. ACCORDINGLY, THE BOARD OF DIRECTORS OF NEW
RIVER UNANIMOUSLY RECOMMENDS THAT NEW RIVER SHAREHOLDERS ACCEPT
THE TENDER OFFER AND TENDER THEIR SHARES TO PURCHASER
PURSUANT TO THE TENDER OFFER.
In arriving at its recommendations, New River’s board of
directors gave careful consideration to a number of factors as
described in the enclosed
Schedule 14D-9
that New River has filed with the Securities and Exchange
Commission. These factors include the opinions of Bear,
Xxxxxxx & Co. Inc. and Xxxxxxx Lynch, Xxxxxx,
Xxxxxx & Xxxxx Incorporated, the financial advisors
retained by the board of directors of New River (the
“Financial Advisors”), to the effect that the
consideration to be received by New River’s shareholders
(other than certain shareholders specified in such opinions) in
the tender offer and the merger is fair, from a financial point
of view, to such shareholders. The full text of the opinions of
the Financial Advisors are attached as Annexes A and
B to the enclosed
Schedule 14D-9.
The management and directors of New River thank you for your
support and encourage you to tender your shares in the manner
described in the materials accompanying this letter.
Very truly yours,
Xxxxxx X. Xxxx
Chairman of the Board, President and Chief
Executive Officer
