SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SHIRE PHARMACEUTICALS GROUP plc
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The press release and analysts' presentation described below may be deemed
to be solicitation materials in respect of the merger of 3829341 Canada Inc.
("Exchangeco"), a wholly-owned subsidiary of22 December 2000
SHIRE ANNOUNCES POSITIVE OUTCOME IN BIOCHEM PATENT LITIGATION
Andover, UK - 22 December 2000 - Shire Pharmaceuticals Group plc ("Shire"),(LSE: SHP.L,
NASDAQ: SHPGY) announces a decision in favour of BioChem Pharma Inc in the
patent dispute between BioChem and Emory University relating to
3TC-Registered Trademark-/Epivir-Registered Trademark-(lamivudine).
On 11 December 2000, Shire and BioChem announced they had entered into an
agreement to merge the two groups to form a leading global specialty pharma
company. As part of this announcement, information was provided regarding patent
disputes between BioChem and Emory University, relating to US patent rights for
lamivudine. In a decision yesterday, the US Board of Patent Appeals and
Interferences invalidated Emory University's patent relating to lamivudine.
Shire continues to review the detail of the decision but has not been advised of
any intention by Emory to initiate any other action or appeal the decision.
Rolf Stahel, Chief Executive of Shire, commented "In evaluating the merger with
BioChem, Shire investigated carefully the patent situation and sought advice
from external counsel on the probability of an adverse ruling. Shire welcomes
the decision of the US Patent Office."
A copy of the press announcement issued by BioChem is attached for your
information.
FOR FURTHER INFORMATION PLEASE CONTACT:
Tina Terrell, Head of Medical Communications +44 (0)1264 348 515
Shire Pharmaceuticals Group plc
Jonathan Birt (UK enquiries) +44 (0) 207 831 3113
Financial Dynamics
Brian Gill (US enquiries) +1 212 445 8000
BSMG
Jean Young +1 212 455 0988
Financial Relations Board
NOTES TO EDITORS:
Epivir and 3TC are trademarks of the Glaxo Wellcome Group of Companies.
BIOCHEM PHARMA INC PRESS ANNOUNCEMENT MADE ON 21 DECEMBER 2000
"U.S. PATENT OFFICE INVALIDATES EMORY UNIVERSITY'S
PATENT FOR 3TC/EPIVIR
LAVAL, QUEBEC, CANADA-- BioChem Pharma Inc. ("BioChem"), pursuant(NASDAQ: BCHE; TSE: BCH)
announced today that the U.S. Board of Patent Appeals and Interferences has
invalidated Emory University's patent for 3TC-Registered
Trademark-/Epivir-Registered Trademark-(lamivudine).
The decision is the latest in a series of rulings around the world upholding
BioChem's patent rights for 3TC/Epivir in patent disputes between BioChem and
Emory University. Patent offices in Europe, Japan, Australia and Norway reviewed
BioChem and Emory University's filings and universally decided in BioChem's
favour.
"The decision by the U.S. Board of Patent Appeals and Interferences to
a Plan of
Arrangement (the "Plan of Arrangement"). A joint press release announcinginvalidate Emory's patent underscores our long-held position that 3TC/Epivir was
invented solely by BioChem scientists, including the execution of a merger agreementlate Prix Galien-winner,
Dr. Bernard Belleau," said Dr. Francesco Bellini, BioChem Pharma's Chairman and
Chief Executive Officer.
The U.S. Patent Office ruled that Emory was issued on December 11, 2000not entitled to its patent. Emory's
patent was granted five years after BioChem Pharma received its pioneering
patent covering 3TC/Epivir and is attached
hereto as Exhibit 99.1. A presentation for analysts on December 11, 2000 that
relates toone year after the proposed merger is attached hereto as Exhibit 99.2.
In connection withcompany's licensee, Glaxo
Wellcome, began selling the merger, Shire will be filing a proxy statement withdrug. The invalidated Emory patent was the Securities and Exchange Commission. SECURITY HOLDERS OF SHIRE ARE URGED TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT CONTAINS IMPORTANT
INFORMATION REGARDING THE MERGER. Investors and security holders may obtain a
free copybasis of
the proxy statement when it becomes availableinfringement suit Emory filed in US District Court, Northern District of
Georgia against BioChem and other documents
filed by Shire withits licensee, Glaxo Wellcome; BioChem subsequently
was granted a motion to stay the Securities and Exchange Commission in connection withcase pending the merger at the Securities and Exchange Commission's web-site at www.sec.gov.
Security holders of Shire may also obtain for free a copytermination of the
proxy statementinterference. BioChem is not aware at this time if Emory intends to appeal this
decision.
Under agreement, BioChem Pharma receives royalties from Glaxo Wellcome on sales
of 3TC/Epivir. Glaxo Wellcome has the right to develop, manufacture and other documents filed with the Securitiessell
3TC/Epivir worldwide, except in Canada, where BioChem Pharma and Exchange Commission by Shire
in connection with the merger by contacting Clea Rosenfeld, Investor Relations,
44-1264-388-115.
ShireGlaxo Wellcome
have formed a commercialization partnership.
Epivir and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the security holders of Shire
in favor3TC are trademarks of the merger. The directorsGlaxo Wellcome Group of Companies.
BioChem Pharma is an innovative and executive officers of Shire include
the following: Rolf Stahel, Angus Russell, Wilson Totten, James Cavanaugh, Barry
Price, Bernard Canavan, Zola Horowitz, Ronald Nordmann, Joseph Smithfast-growing biopharmaceutical company
focused on infectious diseases and John
Spitznagel. As of December 11, 2000, Dr. Cavanaugh beneficially owned
approximately 4.9% of Shire's ordinary shares and none of the other foregoing
participants individually beneficially owned in excess of 1% of Shire's ordinary
shares. Collectively, as of December 11, 2000, the directors and executive
officers of Shire may be deemed to beneficially own approximately 5.9% of the
ordinary shares of Shire. Security holders of Shire may obtain
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additional information regarding the interests of such participants by reading
the proxy statement when it becomes available.cancer.
STATEMENTS MADE IN THIS PRESS RELEASE INCLUDE FORWARD-LOOKING STATEMENTS MADE
PURSUANT TO THE SAFE HARBORHARBOUR PROVISIONS OF THE SECURITIES LITIGATION REFORM ACT
OF 1995. ACTUAL EVENTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN AND
DEPEND ON A NUMBER OF FACTORS. INVESTORS SHOULD CONSULT THE CORPORATION'S
ONGOING QUARTERLY FILINGS, ANNUAL REPORTS AND 20-F FILINGS FOR ADDITIONAL
INFORMATION ON RISKS AND UNCERTAINTIES RELATING TO THESE FORWARD-LOOKING
STATEMENTS. INVESTORS ARE CAUTIONED NOT TO RELY ON THESE FORWARD-LOOKING
STATEMENTS. THE CORPORATION DOES NOT UNDERTAKE TO UPDATE THESE FORWARD-LOOKING
STATEMENTS."
THE "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995.
The above statements thatMerger Agreement referred to in this announcement between Shire and BioChem
requires the shareholder approval of Shire and BioChem and the solicitation of
such approval has not yet commenced. This announcement is neither an offer to
purchase nor the solicitation of an offer to sell any securities.
Statements in this press announcement regarding Shire's and BioChem's businesses
which are not historical facts, including the potential benefits and synergies
of the
Merger, are forward-looking
statements"forward-looking statements" that involve risks and uncertainties, including but not limited to,
risks associated with the inherent uncertainty of pharmaceutical research,
product development and commercialization, the impact of competitive products,
patents, and otheruncertainties.
These risks and uncertainties including those detailed from timeinclude the abilities of Shire and BioChem to
time in periodic reports, includingconsummate the Annual Report filed on Form 10-K byMerger and realise the benefits and synergies outlined. In
connection with the Merger, Shire will file a Proxy Statement with the US
Securities and Exchange Commission.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated December 11, 2000
99.2 Analysts' Presentation
Commission ("SEC"). Other materials relating to the
Merger will also be filed with the SEC. Investors are urged to read the Proxy
Statement and other relevant documents to be filed with the SEC because they
will include important information.
Materials filed with the SEC will be available electronically, without charge,
at an internet site maintained by the SEC. The address of that site is http:/
www.sec.gov. In addition, the Proxy Statement filed with the SEC will be mailed
to BioChem Shareholders and may be obtained without charge from Shire or BioChem
upon request. Documents filed with the SEC with respect to the Merger may be
obtained without charge from Shire's Head Office at East Anton, Andover,
Hampshire, England.
Unless Shire otherwise determines, the Proxy Statement will not be sent,
directly or indirectly, in or into, or by the use of the mails or any means or
instrumentality (including without limitation, telephonically or electronically)
of interstate or foreign commerce, or facilities of a national, state or other
securities exchange of Australia or Japan and investors in Australia or Japan
will not be capable of voting with respect to approving the Merger by any such
use, means, instrumentality or facility and this announcement may not be
distributed in any such jurisdictions.