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Business Combinations
3 Months Ended
Mar. 31, 2012
Business Combinations [Abstract]  
Business Combination Disclosure

2.       Business combinations

 

Acquisition of FerroKin BioSciences, Inc (“FerroKin”)

On April 2, 2012 Shire completed the acquisition of 100% of the outstanding share capital of FerroKin BioSciences, Inc. Cash consideration paid on closing amounted to $94.5 million. Further contingent cash consideration of up to $225 million may be payable by Shire in future periods, dependent upon the achievement of certain clinical development, regulatory and net sales milestones.

 

The acquisition of FerroKin adds a Phase 2 product FBS0701 (now referred to as SPD 602) with global rights to Shire's SP pipeline. SPD 602 serves a chronic patient need for treatment of iron overload following numerous blood transfusions. Together with our collaboration with Sangamo Biosciences Inc. (“Sangamo”), this acquisition is a strategic step in building Shire's hematology business, which already includes XAGRID and a growing development pipeline.

 

The acquisition of FerroKin will be accounted for as a purchase business combination. The assets acquired and the liabilities assumed from FerroKin will be recorded at the date of acquisition, at their fair value. Shire's consolidated financial statements will reflect these fair values at, and the results of FerroKin will be included in Shire's consolidated income statement from, April 2, 2012.

 

In the three months to March 31, 2012 the Company expensed costs of $1.6 million relating to the FerroKin acquisition, which have been recorded within Integration and acquisition costs in the Company's consolidated income statement. As the initial accounting for the business combination has not yet been completed, further disclosure relating to this acquisition will be included in the Company's Form 10-Q for the three and six months ended June 30, 2012.

Acquisition of certain assets & liabilities of Pervasis Therapeutics Inc (“Pervasis”)

On April 19, 2012 Shire acquired substantially all the assets and certain liabilities of Pervasis. Cash consideration paid on closing amounted to $2.5 million. Further contingent cash consideration of up to $169.5 million may be payable by Shire in future periods, dependent upon achievement of certain clinical development, regulatory and net sales milestones. This acquisition adds VASCUGEL to Shire's Regenerative Medicine business. VASCUGEL is currently in Phase 2 development for acute vascular repair, focused on improving hemodialysis access for patients with end-stage renal disease.

 

The acquisition will be accounted for as a purchase business combination. The assets acquired and the liabilities assumed from Pervasis will be recorded at the date of acquisition at their fair value. Shire's consolidated financial statements will reflect these fair values at, and the results will be included in Shire's consolidated income statement from, April 19, 2012. As the initial accounting for this business combination has not yet been completed, further disclosure relating to this acquisition will be included in the Company's Form 10-Q for the three and six months ended June 30, 2012.

 

Acquisition of Advanced BioHealing Inc (“ABH”)

 

On June 28, 2011 Shire completed its acquisition of 100% of the outstanding shares and other equity instruments of ABH. The fair value of cash consideration paid by the Company during 2011 was $739.6 million.

 

The acquisition of ABH was accounted for as a purchase business combination. The assets acquired and the liabilities assumed from ABH have been recorded at their preliminary fair values at the date of acquisition, being June 28, 2011. The Company's consolidated financial statements and results of operations include the results of ABH from June 28, 2011. In the three months to March 31, 2012 the Company included revenues of $48.8 million (2011: $nil) and pre tax losses of $9.6 million (2011: $nil) (after intangible asset amortization of $9.8 million (2011: $nil)) for ABH within its consolidated income statements.

The Company's allocation of the purchase price is preliminary pending final determination of the fair values of certain assets acquired and liabilities assumed. In the three months to March 31, 2012 no changes have been made to the preliminary allocation of the purchase price as included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011. The final determination of these fair values will be completed no later than June 28, 2012.

In the three months to March 31, 2012 the Company incurred integration costs of $3.7 million (2011: $nil) in respect of the post acquisition integration of ABH, which have been charged to Integration and acquisition costs in the Company's consolidated income statement.