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Bankleitzahlen - online.de


Jerini AG and Shire Limited Announce Strategic Partnership

- Shire offers Euro 6.25 per share and further subscribes for shares
in a capital increase
- Takeover by Shire ensures successful commercialization of Firazyr®

Berlin, July 3, 2008 - Jerini AG and Shire Limited today reached a
strategic agreement according to which Shire shall be obliged to make
a voluntary public takeover offer to all shareholders of Jerini AG.
After a thorough evaluation of different strategic options, the
Management Board of Jerini AG has concluded that Shire is the best
partner with which it can further pursue and ensure the market
introduction of Firazyr® (Icatibant) in Europe and obtain marketing
approval in the United States.

The agreement regarding the strategic partnership provides for Shire
to submit through Maia Elfte Vermögensverwaltungs-GmbH, to be renamed
"Shire Deutschland Investments GmbH", a voluntary public cash
takeover offer at a price of Euro 6.25 per share to the shareholders
of Jerini AG without a minimum acceptance threshold. The offer price
corresponds to a premium of approximately 199 percent over the
volume-weighted average stock price of Euro 2.09 of Jerini AG's
shares during the three months prior to the announcement of the
offer. The Management Board and the Supervisory Board of Jerini AG
unanimously support the offer, which is contingent upon merger
clearance and other customary conditions, subject to further
assessment after the publication of the offer document. The
Management Board believes that the offer price reflects the value of
the shares upon the successful market introduction of Firazyr®.

Management board of Jerini AG supports Shire's offer
"We are delighted to have found with Shire the right partner.
Firazyr® will soon be available to HAE patients in Europe, and we are
confident that Shire's commercial expertise will ensure its
successful market introduction in Europe," says Prof. Dr. Jens
Schneider-Mergener, chairman of Jerini AG's Management Board.
"Jerini has successfully developed Firazyr®, a first-in-class
compound, which satisfies a high unmet medical need and treats a
morbidly symptomatic disorder. With orphan designation in both Europe
and the US, and a launch in Europe in the second half of this year,
the acquisition will bring near term revenues as well as contribute
to Shire's longer term growth," said Angus Russell, Chief Executive
of Shire.

In a first step, Shire has already subscribed for 5,229,747 shares of
Jerini AG at a total issue price of approximately Euro 21 million,
which corresponds to a participation of approximately 9percent of
the increased share capital.
The bidder has also entered into purchase agreements with the
chairman of the Management Board Prof. Dr. Jens Schneider-Mergener,
the Supervisory Board member Dr. Stephan Goetz and a number of major
institutional shareholders, including TVM Capital Group and Healthcap
Group, corresponding to approximately 53 percent of Jerini AG's share
capital (prior to the capital increase).

Shire will undertake a strategic evaluation of the company's other
assets, including its development projects, to determine which assets
are compatible with its portfolio. Shire will then decide whether or
not these should be integrated.

After a successful takeover and a transition phase, founder and CEO
of Jerini AG, Prof. Dr. Jens Schneider-Mergener, and the other
members of the Management Board will step down from their offices,
but may consider to continue development projects in cooperation with
the experienced Jerini team in a new company.

About Jerini AG
Jerini is a pharmaceutical company based in Berlin, Germany, focusing
on the discovery, development, and commercialization of novel
peptide-based drugs. Jerini develops drugs for disease indications
that until now have limited or no treatment options. Alongside the
development of its own compounds, Jerini cooperates with established
partners. Jerini's lead drug, Firazyr®, would be the first-in-class
bradykinin blocker to be approved as a drug for the HAE and all
European states. Its market introduction is planned for 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. 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),
gastrointestinal (GI) and renal diseases. The structure is
sufficiently flexible to allow Shire to target new therapeutic areas
to the extent opportunities arise through acquisitions. Shire's
in-licensing, merger and acquisition efforts are focused on products
in niche markets with strong intellectual property protection either
in the US or Europe. Shire believes that a carefully selected
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.

Credit Suisse are acting as advisers to Jerini AG and Deutsche Bank
are acting as advisors to Shire Limited.

ISIN: DE0006787476
Securities Identification Number (WKN): 678 747

For 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
www.jerini.com
Copyright © Hugin AS 2008. All rights reserved.



 
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