8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2014

Shire plc

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands

(State or other jurisdiction of incorporation)

0-29630	98-0601486
(Commission File Number)	(IRS Employer Identification No.)

5 Riverwalk, Citywest Business Campus, Dublin

24, Republic of Ireland

(Address of principal executive offices)	(Zip code)
Registrant's telephone number, including area code	+353 1 429 7700

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.f13e-4(c))

Item 8.01. Other Events

Shire plc has issued the press release attached hereto as Exhibit 99.1 which is incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits

                  (d)  Exhibits.  The following exhibit is filed herewith:

99.1 Press Release dated October 15, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SHIRE PLC
By:	/s/ T May
	Name:	Tatjana May
	Title:	General Counsel

Dated: October 15, 2014

EXHIBIT INDEX
Number	Description
99.1	Press Release dated October 15, 2014

EX-99.1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE

OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO

DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT

LAWS OF SUCH JURISDICTION

For immediate release 15 October 2014

Shire plc

Statement re: AbbVie’s intention to reconsider recommendation

The Board of Shire plc (LSE: SHP, NASDAQ: SHPG) notes the announcement by AbbVie Inc. (“AbbVie”) of its Board’s intention to reconsider its recommendation of the offer for Shire.

Shire confirms that overnight it received notice from AbbVie under the Cooperation Agreement of the AbbVie Board’s intention to consider whether to withdraw or modify its recommendation in light of the impact of the US Treasury Notice of 22 September 2014.

The Board of Shire has not been provided with a detailed analysis of AbbVie’s tax assumptions and AbbVie’s notice does not quantify the anticipated financial impact of the US Treasury Notice on the combination.

The Board of Shire believes that AbbVie should proceed with the recommended offer on the agreed terms in accordance with the Cooperation Agreement.

The Board will meet to consider the current situation and a further announcement will be made in due course.

The Board of Shire notes that, in the event that the AbbVie Board adversely changes its recommendation and AbbVie stockholder approval is not obtained (or another triggering event occurs), a break fee of approximately $1.635 billion would be payable by AbbVie to Shire.

Shire will be announcing its Q3 results on 24 October 2014.  Shire announced record quarterly revenues in Q2 2014 and the Board confirms that Shire’s trading since the end of Q2 has remained strong.

Terms defined in the announcement of the recommended combination of AbbVie and Shire dated 18 July 2014 bear the same meaning herein.

NOTES TO EDITORS

Shire enables people with life-altering conditions to lead better lives.

We provide treatments in Rare Diseases, Neuroscience, Gastrointestinal and Internal Medicine and we are developing treatments for symptomatic conditions treated by specialist physicians in other targeted therapeutic areas.

Shire’s product sales from continuing operations have increased from US$2,754 million in the financial year to 31 December 2008 to US$4,757 million in the financial year to 31 December 2013, representing a five-year compound annual growth rate of 11.6%. Shire’s Non GAAP diluted earnings

per ADS have increased from US$3.86 in the financial year to 31 December 2008 to US$7.66 in the financial year to 31 December 2013, representing a five-year compound annual growth rate of 14.7%.   Shire’s US GAAP diluted earnings per ADS have increased from US$0.86 in the financial year to 31 December 2008 to US$3.53 in the financial year to 31 December 2013, representing a five-year compound annual growth rate of 32.7%.

CONTACTS

Shire
Stephanie Fagan	+1 201 572 9581
FTI Consulting (Media Adviser to the Company)
Ben Atwell (London)	+44 20 3727 1000
Evercore (Financial Adviser to the Company)
Francois Maisonrouge	+44 20 7653 6000
Edward Banks
Morgan Stanley (Financial Adviser to the Company)
Michele Colocci	+44 20 7425 8000
Colm Donlon
Peter Moorhouse (Corporate Broking)
Deutsche Bank (Financial Adviser to the Company)
Nick Bowers (Corporate Broking)	+44 20 7545 8000
Ben Lawrence (Corporate Broking)
Citi (Financial Adviser to the Company)
Christopher Hite	+1 212 816 1818
Goldman Sachs (Financial Adviser to the Company)
Raj Shah	+44 20 7774 1000

A copy of this announcement will be available at www.shire.com.  The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

FURTHER INFORMATION

Evercore Partners International LLP (“Evercore”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Shire and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Shire for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the matters referred to in this announcement.

Morgan Stanley & Co. International plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser to Shire and no one else in connection with the matters referred to in this announcement.  In connection with such matters, Morgan Stanley & Co. International plc, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person other than Shire for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein.

Citigroup Global Markets Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, each in the United Kingdom, is acting as financial adviser to Shire and for no one else in connection with the matters set out in this announcement.  In connection with such matters, Citigroup Global Markets Limited, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Shire for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to herein.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser to Shire and no one else in connection with the matters referred to in this announcement. In connection with such matters Goldman Sachs International, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Shire for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the contents of this announcement or any other matter referred to herein.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory Authority).  Deutsche Bank AG, London Branch is further authorised by the Prudential Regulation Authority and is subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Deutsche Bank is acting as financial adviser to Shire and no one else in connection with the contents of this Announcement and will not be responsible to anyone other than Shire for providing the protections afforded to its clients or for providing advice in connection with the contents of this Announcement or any matter referred to herein.

NON GAAP MEASURES

§ The announcement contains financial measures not prepared in accordance with US GAAP.

§ These Non GAAP financial measures are used by Shire’s management to make operating decisions because they facilitate internal comparisons of the Company’s performance to historical results and to competitors’ results. They should not be considered in isolation from, as substitutes for, or superior to financial measures prepared in accordance with US GAAP.

§ The following items are excluded from these Non GAAP financial measures:

§ Amortization and asset impairments:

§ Intangible asset amortization and impairment charges; and

§ Other than temporary impairment of investments.

§ Acquisitions and integration activities:

§ Upfront payments and milestones in respect of in-licensed and acquired products;

§ Costs associated with acquisitions, including transaction costs, and fair value adjustments on contingent consideration and acquired inventory;

§ Costs associated with the integration of companies; and

§ Non-controlling interest in consolidated variable interest entities.

§ Divestments, re-organizations and discontinued operations:

§ Gains and losses on the sale of non-core assets;

§ Costs associated with restructuring and re-organization activities;

§ Termination costs; and

§ Income / (losses) from discontinued operations.

§ Legal and litigation costs:

§ Net legal costs related to the settlement of litigation, government investigations and other disputes (excluding internal legal team costs).

§ A reconciliation of these Non GAAP financial measures to the most directly comparable measure under US GAAP can be found within the Investor’s section on Shire’s website at www.shire.com.