-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DbtOMOOCavzJ8pmh7mNNyVNIbfo/t4OxMWjMDEDexqO4uFO09hKLpJWxAUSPiome Wn/q+3lDW6a1AXotlFqmdA== 0000899140-05-000398.txt : 20050421 0000899140-05-000398.hdr.sgml : 20050421 20050421141803 ACCESSION NUMBER: 0000899140-05-000398 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050421 DATE AS OF CHANGE: 20050421 GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC (F/K/A E.M. WARBURG PINCUS & CO., LLC) GROUP MEMBERS: WARBURG PINCUS PARTNERS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSKARYOTIC THERAPIES INC CENTRAL INDEX KEY: 0000885259 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043027191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47221 FILM NUMBER: 05764312 BUSINESS ADDRESS: STREET 1: 195 ALBANY ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6173490200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS EQUITY PARTNERS LP CENTRAL INDEX KEY: 0001075598 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVE. CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 SC 13D/A 1 w2838814a.txt AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3) Under the Securities Exchange Act of 1934* TRANSKARYOTIC THERAPIES, INC. ----------------------------- (Name of Issuer) Common Stock, $0.01 Par Value ----------------------------- (Title of Class of Securities) 893735 10 0 ----------- (CUSIP Number) Scott A. Arenare, Esq. Managing Director and General Counsel Warburg Pincus LLC 466 Lexington Avenue New York, New York 10017 (212) 878-0600 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Steven J. Gartner, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019-6099 (212) 728-8000 April 21, 2005 -------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D/A - --------------------- ----------------- CUSIP No. 893735 10 0 Page 2 of 8 pages - --------------------- ----------------- - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Warburg, Pincus Equity Partners, L.P. I.R.S. #13-3986317 - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - ----------- -------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- ----------- ---------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ----------- ---------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 4,999,729 REPORTING ----------- ---------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- ----------- ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,999,729 - ------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,999,729 - ------------- ------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3%* - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) PN - ------------- ------------------------------------------------------------------ * Calculated based on 34,876,651 shares of common stock outstanding as of March 1, 2005, as represented by the Company in its Form 10-K for the year ended December 31, 2004. SCHEDULE 13D/A - --------------------- ----------------- CUSIP No. 893735 10 0 Page 3 of 8 pages - --------------------- ----------------- - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Warburg Pincus and Co. I.R.S. #13-6358475 - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - ----------- -------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - --------------------- ----------- ---------------------------------------------- 7 SOLE VOTING POWER 38,667 NUMBER OF ----------- ---------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 4,999,729 REPORTING ----------- ---------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 38,667 ----------- ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,999,729 - ------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,038,396 - ------------- ------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4%* - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) PN - ------------- ------------------------------------------------------------------ * Calculated based on 34,876,651 shares of common stock outstanding as of March 1, 2005, as represented by the Company in its Form 10-K for the year ended December 31, 2004. SCHEDULE 13D/A - --------------------- ----------------- CUSIP No. 893735 10 0 Page 4 of 8 pages - --------------------- ----------------- - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Warburg Pincus LLC (f/k/a E.M. Warburg Pincus & Co., LLC) I.R.S. #13-3536050 - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - ----------- -------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - --------------------- ----------- ---------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ----------- ---------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 4,999,729 REPORTING ----------- ---------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- ----------- ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,999,729 - ------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,999,729 - ------------- ------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3%* - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) OO - ------------- ------------------------------------------------------------------ * Calculated based on 34,876,651 shares of common stock outstanding as of March 1, 2005, as represented by the Company in its Form 10-K for the year ended December 31, 2004. SCHEDULE 13D/A - --------------------- ----------------- CUSIP No. 893735 10 0 Page 5 of 8 pages - --------------------- ----------------- - ----------- -------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Warburg Pincus Partners LLC I.R.S. #13-4069737 - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - ----------- -------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - --------------------- ----------- ---------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ----------- ---------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 4,999,729 REPORTING ----------- ---------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- ----------- ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,999,729 - ------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,999,729 - ------------- ------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3%* - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) OO - ------------- ------------------------------------------------------------------ * Calculated based on 34,876,651 shares of common stock outstanding as of March 1, 2005, as represented by the Company in its Form 10-K for the year ended December 31, 2004. This Amendment No. 3 amends the Schedule 13D originally filed on June 16, 2000, as amended by Amendment No. 1, filed on June 29, 2000, and as further amended by Amendment No. 2, filed on March 27, 2001 (as so amended, the "Original 13D"), on behalf of Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership ("WPEP"), Warburg Pincus & Co., a New York general partnership ("WP"), Warburg Pincus LLC (f/k/a E.M. Warburg, Pincus & Co., LLC), a New York limited liability company ("WP LLC"), and, with respect to this Amendment No. 3 to the Original 13D, Warburg Pincus Partners LLC, a New York limited liability company and a subsidiary of WP ("WPP LLC", WPEP, WP and WP LLC are each referred to as a "Reporting Entity" and collectively as the "Reporting Entities"). This Amendment No. 3 to the Original 13D relates to the common stock, par value $0.01 per share, of Transkaryotic Therapies, Inc., a Delaware corporation (the "Company"). The holdings of Common Stock of WPEP, WP, WP LLC and WPP LLC in this Schedule 13D include certain shares of Common Stock owned by Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands Commanditaire Vennootschap ("WPNEPI"), and Warburg, Pincus Netherlands Equity Partners III, C.V., a Netherlands Commanditaire Vennootschap ("WPNEPIII"), which shares the Reporting Entities may be deemed to beneficially own. This Amendment No. 3 to the Original 13D adds WPP LLC as a "Reporting Entity." Item 2. Identity and Background. Items 2(a) and (c) are hereby amended by supplementing the information with respect to each of the Reporting Entities with the following: (a) The sole general partner of WPEP is WPP LLC. WP is the sole managing member of WPP LLC. WP LLC manages WPEP. (c) The principal business of WPEP is that of making private equity and related investments. The principal business of WPP LLC is acting as sole general partner of WPEP and several other related partnerships. The principal business of WP is acting as the managing member of WPP LLC. The principal business of WP LLC is acting as manager of WPEP and several other related partnerships. Item 4. Purpose of Transaction. Item 4 of the Original 13D is hereby amended by adding the following paragraph at the end of the discussion: WPEP, WP, WPNEPI and WPNEPIII (hereinafter, collectively referred to as the "Warburg Pincus Entities") and Shire Pharmaceuticals Group plc, a public limited company incorporated under the laws of England and Wales ("Shire"), have entered into a Voting Agreement, dated as of April 21, 2005 (the "Voting Agreement"), pursuant to which the Warburg Pincus Entities have agreed that they will vote all of the shares of Common Stock beneficially owned by them in favor of adoption of that certain Agreement and Plan of Merger, dated as of April 21, 2005 (the "Merger Agreement"), by and among the Company, Shire and Sparta Acquisition Corporation, a Delaware corporation ("Merger Subsidiary"). Pursuant to the Merger Agreement, upon satisfaction of the conditions set forth therein, Merger Subsidiary will be merged with and into the Company (the "Merger"), with the Company as the surviving corporation in the Merger. Pursuant to the Voting Agreement, the Warburg Pincus Entities appointed Shire as their attorney-in-fact and proxy, with full power of substitution, to vote the shares of Common Stock beneficially owned by them in favor of adoption of the Merger Agreement and against certain other corporate actions. A copy of the Voting Agreement is filed as Exhibit 1 hereto. The Voting Agreement is incorporated herein by reference and the foregoing summary of the Voting Agreement is qualified in its entirety by reference to the exhibit. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Original 13D is hereby amended to add the following: As described in Item 4 hereto, the Warburg Pincus Entities and Shire have entered into a Voting Agreement. The information set forth in Item 4 with respect to the Voting Agreement is incorporated into this Item 6 by reference. Item 7. Material to Be Filed as Exhibits. Exhibit 1. Voting Agreement, dated as of April 21, 2005, among the Warburg Pincus Entities and Shire. Exhibit 2. Amended and Restated Joint Filing Agreement, dated as of April 21, 2005, among the Reporting Entities. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: April 21, 2005 WARBURG, PINCUS EQUITY PARTNERS, L.P. By: Warburg Pincus Partners LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ----------------------------- Name: Scott A. Arenare Title: Partner Dated: April 21, 2005 WARBURG PINCUS & CO. By: /s/ Scott A. Arenare ----------------------------- Name: Scott A. Arenare Title: Partner Dated: April 21, 2005 WARBURG PINCUS LLC By: /s/ Scott A. Arenare ----------------------------- Name: Scott A. Arenare Title: Managing Director Dated: April 21, 2005 WARBURG PINCUS PARTNERS LLC By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ----------------------------- Name: Scott A. Arenare Title: Partner EX-1 2 w2838814b.txt VOTING AGREEMENT EXHIBIT 1 VOTING AGREEMENT This VOTING AGREEMENT (this "Agreement"), dated as of April 21, 2005, is among Shire Pharmaceuticals Group plc, a public limited company incorporated under the laws of England and Wales ("Parent"), Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership ("WPEP"), Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands Commanditaire Vennootschap ("WPNEP I"), Warburg, Pincus Netherlands Equity Partners III, C.V., a Netherlands Commanditaire Vennootschap ("WPNEP III" and together with WPNEP I, collectively the "Netherlands Entities"), and Warburg Pincus & Co., a New York general partnership ("WP&Co.", WPEP and each of the Netherlands Entities are each referred to herein as a "Stockholder" and collectively as the "Stockholders"). WHEREAS, in order to induce Parent to enter into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), with Transkaryotic Therapies, Inc., a Delaware corporation (the "Company"), and Sparta Acquisition Corporation, a Delaware corporation, Parent has requested the Stockholders, and the Stockholders have agreed, to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that the Stockholders beneficially own (the "Shares"). NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 GRANT OF PROXY; VOTING AGREEMENT Section 1.01. Voting Agreement. Each Stockholder hereby agrees to vote all Shares that Stockholder is entitled to vote at the time of any vote or action by written consent to adopt the Merger Agreement and any actions related thereto at any meeting of the stockholders of the Company, and at any adjournment thereof, at which such Merger Agreement (or any amended version thereof), or such other actions, are submitted for the consideration and vote of the stockholders of the Company. Each Stockholder hereby agrees that it will not vote any Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (i) Acquisition Proposal, (ii) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (iii) corporate action the consummation of which would prevent or delay the consummation of the transactions contemplated by the Merger Agreement or (iv) other matter relating to, or in connection with, any of the foregoing matters. Section 1.02. Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, each Stockholder hereby grants a proxy appointing Parent as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01. The proxy granted by each Stockholder pursuant to this ARTICLE 1 is irrevocable and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS Each Stockholder represents and warrants to Parent that: Section 2.01. Authorization. The execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are within the powers of Stockholder and have been duly authorized by all necessary action. This Agreement constitutes a valid and binding agreement of Stockholder. Section 2.02. Non-Contravention. The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the partnership or limited partnership agreement of Stockholder, as applicable, (ii) assuming the filing of such reports as may be required under Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended (which reports each Stockholder agrees and covenants will be filed within the periods required by, and otherwise in compliance with, applicable law), violate any applicable law, rule, regulation, judgment, injunction, order or decree, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Stockholder is entitled under any provision of any agreement or other instrument binding on Stockholder or (iv) result in the imposition of any Lien on any asset of Stockholder. Section 2.03. Ownership of Shares. Stockholder is the record and beneficial owner of the Shares set forth under its name on the signature page hereto, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. Section 2.04. Total Shares. Except for the Shares set forth on the signature page hereto, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. Section 2.05. Finder's Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Stockholder. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PARENT Parent represents and warrants to the Stockholders that: Section 3.01. Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent. -2- ARTICLE 4 COVENANTS OF THE STOCKHOLDERS Each Stockholder hereby covenants and agrees that: Section 4.01. No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Parent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement. Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Parent promptly, and to provide all details requested by Parent, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. Section 4.02. Other Offers. Subject to Section 5.12 herein, each Stockholder and its affiliates shall not, and shall use their reasonable best efforts to cause their officers, directors, employees or other agents not to, directly or indirectly, (i) take any action to solicit or initiate any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person that may be considering making, or has made, an Acquisition Proposal or has agreed to endorse an Acquisition Proposal. Subject to Section 5.12 herein, Stockholder will promptly notify Parent after receipt of an Acquisition Proposal or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person that has made, or to Stockholder's knowledge is intending to make, an Acquisition Proposal and will keep Parent informed, on a current basis, of the status and details of any such Acquisition Proposal or request. Section 4.03. Appraisal Rights. Stockholder agrees not to exercise any rights (including, without limitation, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares which may arise with respect to the Merger. ARTICLE 5 MISCELLANEOUS Section 5.01. Definitional and Interpretative Provisions. The words "hereof", "herein" and "hereunder" and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation", whether or not they are in fact followed by those words or words of like import. "Writing", "written" and comparable terms refer to printing, typing and other means of reproducing words -3- (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. Section 5.02. Further Assurances. Parent and the Stockholders will each execute and deliver, or cause to be executed and delivered, all further documents and instruments reasonably requested by Parent or the Stockholders, as applicable, and use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. Section 5.03. Amendments; Termination. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall automatically terminate on the earlier to occur of (i) the Effective Time and (ii) the termination of the Merger Agreement. Section 5.04. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. Section 5.05. Successors and Assigns; Obligations of Stockholders. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto, except that Parent may transfer or assign its rights and obligations to any Affiliate of Parent. Section 5.06. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. Section 5.07. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by the other party. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Section 5.08. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Section 5.09. Specific Performance. The parties hereto agree that Parent would suffer irreparable damage in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. -4- Section 5.10. Capitalized Terms. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement. Section 5.11. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given, if to Parent, as set forth in the Merger Agreement, and if to the Stockholders, to: Warburg, Pincus Equity Partners, L.P. Warburg, Pincus Netherlands Equity Partners I, C.V. Warburg, Pincus Netherlands Equity Partners III, C.V. Warburg Pincus & Co. 466 Lexington Avenue New York, NY 10017 Attention: Jonathan S. Leff Facsimile No.: (212) 878-9361 With a copy to (which shall not constitute notice): Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Attention: Steven J. Gartner, Esq. Facsimile No.: (212) 728-8111 or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt Section 5.12. Stockholder Capacity. Each Stockholder signs this Agreement solely in its capacity as the beneficial owner of the Shares set forth under its name on the signature page hereto, and nothing in this Agreement, including, without limitation, Section 4.02, shall prevent or in any way limit any officers, directors, employees or other agents of each Stockholder from taking any action in his or her capacity as a director or officer of the Company, including, without limitation, those actions permitted by Section 6.03 of the Merger Agreement. -5- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. SHIRE PHARMACEUTICALS GROUP PLC By: /s/ Matthew Emmens ------------------------------------- Name: Matthew Emmens Title: Chief Executive Officer WARBURG, PINCUS EQUITY PARTNERS, L.P. By: Warburg Pincus Partners LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ------------------------------------- Name: Scott A. Arenare Title: Partner Number and Class of Shares Owned: 4,999,729 shares of common stock WARBURG PINCUS & CO. By: /s/ Scott A. Arenare ------------------------------------- Name: Scott A. Arenare Title: Partner Number and Class of Shares Owned: 38,667 shares of common stock WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V. By: Warburg Pincus Partners LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ------------------------------------- Name: Scott A. Arenare Title: Partner Number and Class of Shares Owned: Shares of common stock included in 4,999,729 shares indicated above as owned by Warburg, Pincus Equity Partners, L.P. WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V. By: Warburg Pincus Partners LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ------------------------------------- Name: Scott A. Arenare Title: Partner Number and Class of Shares Owned: Shares of common stock included in 4,999,729 shares indicated above as owned by Warburg, Pincus Equity Partners, L.P. EX-2 3 w2838814c.txt AMENDED AND RESTATED JOINT FILING AGREEMENT EXHIBIT 2 AMENDED AND RESTATED JOINT FILING AGREEMENT THIS AMENDED AND RESTATED JOINT FILING AGREEMENT is entered into as of April 21, 2005, by and among the parties signatories hereto. This Amended and Restated Joint Filing Agreement amends and restates the Joint Filing Agreement, dated June 16, 2000, filed as Exhibit 2 to the Schedule 13D filed on June 16, 2000 (the "Statement on Schedule 13D"). The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of common stock, par value $0.01 per share, of Transkaryotic Therapies, Inc., a Delaware corporation, is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: April 21, 2005 WARBURG, PINCUS EQUITY PARTNERS, L.P. By: Warburg Pincus Partners LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ----------------------------- Name: Scott A. Arenare Title: Partner Dated: April 21, 2005 WARBURG PINCUS & CO. By: /s/ Scott A. Arenare ----------------------------- Name: Scott A. Arenare Title: Partner Dated: April 21, 2005 WARBURG PINCUS LLC By: /s/ Scott A. Arenare ----------------------------- Name: Scott A. Arenare Title: Managing Director Dated: April 21, 2005 WARBURG PINCUS PARTNERS LLC By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ----------------------------- Name: Scott A. Arenare Title: Partner -2- -----END PRIVACY-ENHANCED MESSAGE-----