SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)

OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

NPS PHARMACEUTICALS, INC.

(Name of Subject Company (Issuer))

KNIGHT NEWCO 2, INC.

SHIRE PHARMACEUTICAL HOLDINGS IRELAND LIMITED

SHIRE PLC

(Names of Filing Persons (Offeror))

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

62936P103

(Cusip Number of Class of Securities)

Mark Enyedy

Interim General Counsel

Shire plc

5 Riverwalk, Citywest Business Campus,

Dublin 24, Ireland

+353 1 429 7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

George R. Bason, Jr.

William J. Chudd

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Telephone: (212) 450-4000

o           Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x          third-party tender offer subject to Rule 14d-1.

o           issur tender offer subject to Rule 13e-4.

o           going-private transaction subject to Rule 13e-3.

o           amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Shire plc, a company incorporated in Jersey, Channel Islands (“Shire”), Shire Pharmaceutical Holdings Ireland Limited, a company incorporated in Ireland (“SPHIL”), and Knight Newco 2, Inc., a Delaware corporation and an indirect wholly owned subsidiary of each of Shire and SPHIL (“Purchaser”), with the Securities and Exchange Commission on January 23, 2015 (as previously amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share, of NPS Pharmaceuticals, Inc., a Delaware corporation (“NPS”), for $46.00 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 23, 2015 (as amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached as Exhibit (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment.  Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Item 12.  Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(5)(xiv)	Letter to NPS Pharmaceuticals, Inc. Employees dated February 16, 2015.
(a)(5)(xv)	NPS Pharmaceuticals, Inc. Employee Q&A dated February 16, 2015.

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date:  February 17, 2015

Knight Newco 2, Inc.
By:	/s/ Gary Sender
	Name: Gary Sender Title:   President

Shire Pharmaceutical Holdings Ireland Limited
By:	/s/ Michael Garry
	Name: Michael Garry Title:   Director

Shire plc
By:	/s/ Mark Enyedy
	Name: Mark Enyedy Title:    Interim General Counsel

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(i)	Offer to Purchase dated January 23, 2015.
(a)(1)(ii)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
(a)(1)(iii)	Notice of Guaranteed Delivery.
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi)	Summary Advertisement dated January 23, 2015.
(a)(5)(i)	Joint Press Release issued by Shire plc and NPS Pharmaceuticals, Inc. dated January 11, 2015 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Shire plc on January 12, 2015).
(a)(5)(ii)	Slide Presentation for Investor Conference Call dated January 11, 2015 (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 12, 2015).
(a)(5)(iii)	Transcript of Investor Conference Call dated January 11, 2015 (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 12, 2015).
(a)(5)(iv)	Letter to NPS Employees dated January 12, 2015 (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 12, 2015).
(a)(5)(v)	Slide Presentation (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 14, 2015).
(a)(5)(vi)	Extracts from the transcript of a presentation given by Flemming Ornskov, MD, Chief Executive of Shire, on January 13, 2015 at the J.P. Morgan 33rd Annual Healthcare Conference (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 14, 2015).
(a)(5)(vii)	Selected slides from a presentation given by Flemming Ornskov, MD, Chief Executive of Shire, on January 16, 2015 to employees of NPS Pharmaceuticals, Inc. (incorporated by reference to the Schedule TO-C filed by Shire plc, Shire Pharmaceutical Holdings Ireland Limited and Knight Newco 2, Inc. on January 16, 2015).
(a)(5)(viii)	Complaint filed in the Court of Chancery of the State of Delaware on January 16, 2015 (Bragger v. NPS Pharmaceuticals, Inc. et al.).
(a)(5)(ix)	Complaint filed in the Court of Chancery of the State of Delaware on January 20, 2015 (Grimaldi v. NPS Pharmaceuticals, Inc. et al.)
(a)(5)(x)	Press Release issued by Shire plc dated January 23, 2015 commenting on press release from NPS Pharmaceuticals, Inc. regarding FDA approval of NATPARA.
(a)(5)(xi)	Complaint filed in the Court of Chancery of the State of Delaware on January 23, 2015 (Goldstein v. NPS Pharmaceuticals, Inc. et al.).
(a)(5)(xii)	Complaint filed in the Court of Chancery of the State of Delaware on January 26, 2015 (Mantler v. NPS Pharmaceuticals, Inc. et al.).
(a)(5)(xiii)	Consolidated Amended Complaint filed in the Court of Chancery of the State of Delaware on February 2, 2015 (In Re NPS Pharmaceuticals Stockholders Litigation).
(a)(5)(xiv)	Letter to NPS Pharmaceuticals, Inc. Employees dated February 16, 2015.
(a)(5)(xv)	NPS Pharmaceuticals, Inc. Employee Q&A dated February 16, 2015.
(b)(1)	US $2,100,000,000 Multicurrency Revolving and Swingline Facilities Agreement dated 12 December 2014 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Shire plc on December 12, 2014).

(b)(2)	Facilities Agreement dated January 11, 2015 among Shire plc, Citigroup Global Markets Limited, as mandated lead arranger and bookrunner, and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Shire plc on January 12, 2015).
(c)	Not applicable.
(d)(1)	Agreement and Plan of Merger dated as of January 11, 2015 among Shire Pharmaceutical Holdings Ireland Limited, Knight Newco 2, Inc., NPS Pharmaceuticals, Inc. and Shire plc (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Shire plc on January 12, 2015).
(d)(2)	Confidentiality Agreement dated as of December 16, 2014 between NPS Pharmaceuticals, Inc. and Shire Human Genetics Therapies, Inc.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

EX-99.A5XIV

Exhibit (a)(5)(xiv)

MEMO

To: From: Cc: NPS Pharma Employees Carrie Frey, Shire Head of Corporate Planning and Program Management and Integration Lead Francois Nader, NPS Pharma President & CEO Susan Graf, NPS Pharma VP, Corporate Development and Strategy

Date: February 16, 2015

Subject: Shire/NPS Pharma Integration Update

Dear NPS Pharma Colleagues,

When the Shire team first met with you last month following the initial merger announcement, we committed to communicating information to you when it became available. Today, I would like to share with you an update regarding the transaction process as well as more information on Shire’s overarching approach to the integration planning.

As the Shire Integration Lead, I am working closely with the designated NPS Pharma Integration Lead,  Susan Graf, to ensure the teams are working together and sharing the appropriate information for the benefit of both NPS Pharma and Shire throughout the integration process.

Transaction Update

On January 27th, the Federal Trade Commission and Department of Justice Antitrust Division granted early termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act relating to Shire’s proposed acquisition NPS Pharma. Closing of the transaction remains subject to the satisfaction of customary closing conditions, including the minimum tender condition. Until this has been achieved, Shire and NPS are working diligently on integration planning. We still anticipate closing the transaction in the first quarter of this year.

Overarching Approach to Integration Planning

Once the transaction closes, it is Shire’s intention to integrate NPS Pharma employees, products and programs into Shire as quickly as feasible, while being mindful of all the ongoing work and key business activities already occurring. Shire anticipates taking a phased approach to ensure we do not compromise the excellent customer and patient service – as well as business performance – that NPS Pharma continues to deliver.

To ensure a successful integration, Shire has identified five critical success factors we need to achieve to realize the patient/customer, business, and other benefits of this acquisition:

1.   Gattex/Revestive: Accelerate and deliver greater availability to patients in the US and EU driven by effective integration of sales force and commercial support groups;

2.   Natpara/Natpar: Maximize value by achieving regulatory approval (EU) and ensuring successful launch;

3.   Retain and transition talent; ensure appropriate planning to support short/mid-term business continuity with a focus on talent retention;

4.   Ensure Natpara launch product supply continuity; and

5.   Deliver assumed synergies.

Shire has also established a Core Integration Team, which has both Susan Graf and Susan Mesco as members. This Core Integration Team is supported by sub-team leads for each of Shire’s key functional/business lines of responsibility: Supply Chain, Real Estate and Facilities, IT, Compliance, Legal, Communications, R&D, Finance, Human Resources, GI and Internal Medicine Business Unit, Global Commercial Operations, and International Commercial.

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Each sub-team lead is responsible for developing integration plans for their areas of responsibility around three durations of timing: Day/Week 1; Day 30 and Day 100 and beyond. To help inform and to develop these plans, various Shire teams have been meeting with NPS Pharma colleagues to learn more about your business, your organizational structure, your work responsibilities and about the NPS Pharma employees. And although there are many similarities between our two companies, we realize there is much we need to learn from you to ensure a seamless integration and maintain business continuity. By design, this means there will likely be variations in terms of the integration planning and implementation by sub-team or functional area, based on a number of factors, including the size, scope, and complexity of a functional/business area. Therefore, it is possible that you may hear different information about the planning process and/or decisions from Shire managers, depending on the sub-team(s) with which they are interacting.

What to Expect Now and Following Close

While this is an exciting time, we understand it is also a time of significant change for you. Please know that Shire will do everything we can to make the integration process as quick, fair, and transparent as we can. Following the closing of the transaction, as we integrate our two companies, our promise is to maintain an open dialogue with you. We will strive to communicate decisions as soon as they are made.

We also recognize that everyone is anxious to understand their positions in the Shire organization post-close; I would like to emphasize that we will take the time necessary to understand your organization and people before these decisions. Please be assured that while our goal is to ensure business continuity and stability, we will also work diligently to give people clarity on their positions as soon as possible. In the meantime, we are making available the accompanying series of Q&As to address some of the questions posed so far.

There are two groups that we are  able to provide clarity to at this time - the US Natpara and Gattex and European Revestive sales forces, as well as the NPS Advantage Care Coordinators. Our plan is to fully retain both teams. As you know, there is a significant amount of work to be done to maximize the growth of Gattex/Revestive, and we will look to the NPS Pharma sales team to partner with Shire in order to accomplish this goal. The Natpara team has been working diligently on launch plans for this exciting new product. We are confident in the work that has been done up until this point, and look forward to working with the Natpara sales team to help them achieve the goals they set forth for themselves. Finally, the NPS Advantage Care Coordinators play a crucial role, ranging from questions on reimbursement to changes to patients’ treatment. It is critical to ensure there is continuity of care patients receive from this group. These teams will find out more about any changes to reporting structures after the close of the transaction.

Next Steps

After the closing of the transaction is announced, we plan to host welcome receptions and Town Hall meetings at the major NPS Pharma sites. There will be Shire leaders onsite to have meetings with you and your team, and will be able to inform you directly about the process and timelines for learning final decisions about your roles within Shire.

We are all excited about our combined future ahead, and we are grateful for the openness and graciousness of NPS Pharma employees to help us learn more about you and your business over the past few weeks. If you have further questions about our integration process, please don’t hesitate to reach out to your integration leaders.

We are excited about joining our two companies together in the near future in order to bring more products and services to our customers, including patients and families, around the world. Our intention is to build on your successes – which will require a smooth and transparent integration with you. We look forward to making this happen together.

Kind regards,

Carrie Frey

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SHIRE FORWARD-LOOKING STATEMENTS

Statements included herein that are not historical facts are forward-looking statements. Such forward-looking statements involve a number of risks and uncertainties and are subject to change at any time. In the event such risks or uncertainties materialize, Shire’s results could be materially adversely affected. The risks and uncertainties include, but are not limited to, that:

·   Shire’s products may not be a commercial success;

·   revenues from ADDERALL XR and INTUNIV are subject to generic erosion;

·   the failure to obtain and maintain reimbursement, or an adequate level of reimbursement, by third-party payors in a timely manner for Shire's products may impact future revenues, financial condition and results of operations;

·   Shire conducts its own manufacturing operations for certain of its products and is reliant on third party contract manufacturers to manufacture other products and to provide goods and services. Some of Shire’s products or ingredients are only available from a single approved source for manufacture. Any disruption to the supply chain for any of Shire’s products may result in Shire being unable to continue marketing or developing a product or may result in Shire being unable to do so on a commercially viable basis for some period of time;

·   the development, approval and manufacturing of Shire’s products is subject to extensive oversight by various regulatory agencies. Submission of an application for regulatory approval of any of our product candidates, such as our planned submission of a New Drug Application to the FDA for Lifitegrast, may be delayed for any number of reasons and, once submitted, may be subjected to lengthy review and ultimately rejected. Moreover, regulatory approvals or interventions associated with changes to manufacturing sites, ingredients or manufacturing processes could lead to significant delays, increase in operating costs, lost product sales, an interruption of research activities or the delay of new product launches;

·   the actions of certain customers could affect Shire's ability to sell or market products profitably. Fluctuations in buying or distribution patterns by such customers can adversely impact Shire’s revenues, financial condition or results of operations;

·   investigations or enforcement action by regulatory authorities or law enforcement agencies relating to Shire’s activities in the highly regulated markets in which it operates may result in significant legal costs and the payment of substantial compensation or fines;

·   adverse outcomes in legal matters and other disputes, including Shire’s ability to enforce and defend patents and other intellectual property rights required for its business, could have a material adverse effect on Shire’s revenues, financial condition or results of operations;

·   Shire faces intense competition for highly qualified personnel from other companies, academic institutions, government entities and other organizations. Shire is undergoing a corporate reorganization and the consequent uncertainty could adversely impact Shire’s ability to attract and/or retain the highly skilled personnel needed for Shire to meet its strategic objectives;

·   failure to achieve Shire’s strategic objectives with respect to the acquisition of ViroPharma Incorporated may adversely affect Shire’s financial condition and results of operations;

·   Shire’s proposed acquisition of NPS Pharma may not be consummated due to the occurrence of an event, change or other circumstances that gives rise to the termination of the merger agreement;

·   a governmental or regulatory approval required for the proposed acquisition of NPS Pharma may not obtained, or may be obtained subject to conditions that are not anticipated, or another condition to the closing of the proposed acquisition may not be satisfied;

·   NPS Pharma may be unable to retain and hire key personnel and/or maintain its relationships with customers, suppliers and other business partners pending the consummation of the proposed acquisition by Shire, or NPS Pharma’s business may be disrupted by the proposed acquisition, including increased costs and diversion of management time and resources;

·   difficulties in integrating NPS Pharma into Shire may lead to the combined company not being able to realize the expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits at the time anticipated or at all;

and other risks and uncertainties detailed from time to time in Shire’s or NPS Pharma’s filings with the Securities and Exchange Commission, including their respective most recent Annual Reports on Form 10-K.

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ADDITIONAL INFORMATION AND WHERE TO FIND IT

THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL NPS PHARMA COMMON STOCK. THE TENDER OFFER IS BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER RELATED TENDER OFFER MATERIALS) FILED BY SHIRE AND A SUBSIDIARY OF SHIRE WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) ON JANUARY 23, 2015. IN ADDITION, ON JANUARY 23, 2015, NPS PHARMA FILED WITH THE SEC A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THE TENDER OFFER.  THE TENDER OFFER STATEMENT (AND RELATED MATERIALS), AS IT MAY BE AMENDED FROM TIME TO TIME, AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER, THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.  INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS AND OTHER DOCUMENTS FILED BY SHIRE AND NPS PHARMA WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE TENDER OFFER STATEMENT AND RELATED MATERIALS, AND THE SOLICITATION/RECOMMENDATION STATEMENT, MAY ALSO BE OBTAINED FOR FREE BY CONTACTING SHIRE INVESTOR RELATIONS AT +1 484 595 2220 OR +44 1256 894157.

COPIES OF THESE MATERIALS AND ANY DOCUMENTATION RELATING TO THE TENDER OFFER ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY, MAILED OR OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

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EX-99.A5XV

Exhibit (a)(5)(xv)

NPS Pharma Employee

Proposed Acquisition Q&A

2/6/15

General

1. What will happen to NPS Pharma HQ in Bedminster? You announced that you are consolidating operations in Lexington, MA. Can you provide some perspective on Shire’s long range plan for facilities?

We have not made any definitive decisions related to facilities at this time.

2. What do you plan to do with our international office locations?

While we have not made any definitive decisions at this time, we expect to consolidate NPS international office locations with existing Shire locations at some point in the future following the closing of the transaction unless there are compelling reasons not to do so.

3. Can you give us any insights on how you expect to restructure Shire to include NPS Pharma?

We announced as part of this deal the merging of 2 of our existing business units – GI and Internal Medicine – to become the GI & Internal Medicine Business Unit. Following the closing of the transaction, the NPS Pharma portfolio will be integrated into this BU. All non-commercial aspects of the NPS business will be integrated into the respective existing Shire organizational operations.

4. When will I know if I have a job?

One of the first things we need to gain an understanding of is the NPS Pharma business and employees.  Only after going through that process will we have the necessary information to make decisions about employment status.

5. What kind of interactions do you expect to have with NPS Pharma employees prior to closing / in the near future?

Interactions will initially be primarily limited to the Integration Leaders and functional managers. The next step would be to expand those interactions in a limited way but the ability to do this will be at the discretion of the NPS Pharma Exec Team.

6. What is your timeline for integration?

We first need to gain an in-depth understanding of the NPS business and people before we can develop a meaningful integration plan and agree on a realistic timeline. Note that not all aspects of the business are likely to be integrating at the same time and at the same pace. Timing and prioritization of integration will be driven by functional need and integration critical success factors.

7. What are the critical success factors for integration?

We have identified five critical success factors we need to achieve to realize the financial, business and customer benefits of our transaction:

· Gattex/Revestive: Accelerate and deliver greater availability to patients in the US and EU driven by effective integration of sales force and commercial support groups;

· Natpara/Natpar: Maximize value by achieving regulatory approval (EU) and ensuring successful launch;

· Retain and transition talent; ensure appropriate planning to support short/mid-term business continuity with a focus on talent retention;

· Ensure Natpara launch product supply continuity; and

· Deliver assumed synergies.

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Commercial

8. Can you provide some perspective on how your team has thought about the integration of Gattex and Natpara?

Our first priority is to make sure that Gattex keeps growing and that the launch of Natpara is as successful as possible. That is why we are fully retaining both the Natapara and Gattex Sales teams in the US and the Revestive Sales team in Europe. We do not want to do anything that will disrupt the successful commercialization of those products. We are sure that no one knows Gattex and Natpara better than the teams at NPS Pharma, and we want to ensure that we leverage that knowledge and expertise.  We also believe following the closing of the transaction there will be opportunities to leverage the Shire infrastructure and know-how in our GI & Internal Medicine and Rare Diseases teams. We will be looking at both the NPS Pharma and Shire people and combined organizations to enhance the potential of both products.

9. Can you confirm that Gattex will be in the GI Business Unit, as opposed to the Rare Diseases Business Unit?

Yes, it will be in the GI & Internal Medicine BU but we will also leverage the capabilities and learnings from our Rare Diseases BU.

10. Will you create a new Endo Business Unit or will Natpara be managed under the Rare Diseases Business Unit?

Natpara will be managed within the GI & Internal Medicine BU.

11. NPS Pharma has a patient service center that is branded NPS Advantage. There are 2 distinct teams for Gattex and Natpara. Do you plan to keep these teams operating out of Bedminster, NJ or do you envision moving them to Shire offices in Lexington?

Our plan is to fully retain the NPS Advantage Care Coordinators. This group plays a crucial role, ranging from questions on reimbursement to changes to patients' treatment. It is critical to ensure there is continuity of care patients recieve from this group. The ultimate location of this team has not yet been decided.

12. Do you have a team prepared to assume the launch of Natpara or do you expect the NPS Pharma launch team to launch Natpara?

We are looking to the NPS Pharma team to continue the planning and execution of launch. Following the closing of the transaction and throughout integration, we will look for opportunities to provide additional support to enhance the launch.

13. Can you provide some insights or lessons that your team learned from the integration of ViroPharma?

One of the key elements of the ViroPharma integration was to listen and learn from the ViroPharma staff before making plans. Also, in some areas of integration, we want to move as quickly as possible.

14. How many employees does Shire currently have?

Shire has approximately 5,000 employees globally, and we currently have a significant number of open positions in all parts of the business.

15. Can you explain One Shire?  What are the goals and objectives and is the project complete? How will One Shire impact NPS Pharma?

One Shire was a program to combine three independently operating businesses into one to ensure we were more efficient and effective in the way we ran our business and interacted with our customers. We are nearly complete – we still have a few systems we need to integrate. One Shire will have no impact on our integration plans for NPS Pharma.

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Clinical/Technical Operations/Manufacturing

16. How should we communicate regulatory feedback to our counterparts at Shire?

Prior to the closing of the transaction, all information will be managed via the selected NPS integration leads unless you are told otherwise.

17. How should we approach regulatory filings planned for Q2/3 of this year?

Until the closing of the transaction, the NPS Pharma business will be run by the NPS Pharma Executive Team and you should keep doing whatever you’re doing.  As part of the integration planning process, we will define and communicate where/how ways of working will change from Day 1.

18. Where will NPSP795 be integrated at Shire?

Shire’s Pipeline Committee will provide oversight of this program and we will review the progress and program as part of our regular pipeline review process.

19. Can you provide any insight into Shire’s manufacturing operations?

Shire supplies products via both internal manufacturing capabilities (biologics) and multiple outsourcing partners (biologics and NCEs). All internal manufacturing facilities are in the Greater Boston, MA area.

HR

20. When will we learn more about Shire’s benefits?

We will share more detailed information about Shire benefits after the merger is finalized.

21. Will Shire honor the NPS Pharma Change in Control (CIC) Severance Pay Plan?

Yes

22. When integrating ViroPharma, did you provide relocation benefits for those who moved to Lexington?

Yes.  As a practice, Shire offers relocation benefits to employees who have been offered a transfer to another location.

23. Will NPS Pharma employees be given any advance notice prior to a layoff?

Decisions have not been made regarding employment status for NPS Pharma employees.  We first need to gain an in-depth understanding of the NPS Pharma business and people before we can develop the integration plan and agree on a timeline.  We will make this information available as we develop it and agree to it.

24. Will Shire be able to commit to some type of severance for new NPS Pharma employees hired for launch to ensure they are comfortable making the transition in lieu of the uncertainty? The NPS Pharma Change in Control Severance Pay Plan, which will be honored, provides for payments for all employees, even for individuals, even those recently hired.

SHIRE FORWARD-LOOKING STATEMENTS

Statements included herein that are not historical facts are forward-looking statements. Such forward-looking statements involve a number of risks and uncertainties and are subject to change at any time. In the event such risks or uncertainties materialize, Shire’s results could be materially adversely affected. The risks and uncertainties include, but are not limited to, that:

· Shire’s products may not be a commercial success;

· revenues from ADDERALL XR and INTUNIV are subject to generic erosion;

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· the failure to obtain and maintain reimbursement, or an adequate level of reimbursement, by third-party payors in a timely manner for Shire's products may impact future revenues, financial condition and results of operations;

· Shire conducts its own manufacturing operations for certain of its products and is reliant on third party contract manufacturers to manufacture other products and to provide goods and services. Some of Shire’s products or ingredients are only available from a single approved source for manufacture. Any disruption to the supply chain for any of Shire’s products may result in Shire being unable to continue marketing or developing a product or may result in Shire being unable to do so on a commercially viable basis for some period of time;

· the development, approval and manufacturing of Shire’s products is subject to extensive oversight by various regulatory agencies. Submission of an application for regulatory approval of any of our product candidates, such as our planned submission of a New Drug Application to the FDA for Lifitegrast, may be delayed for any number of reasons and, once submitted, may be subjected to lengthy review and ultimately rejected. Moreover, regulatory approvals or interventions associated with changes to manufacturing sites, ingredients or manufacturing processes could lead to significant delays, increase in operating costs, lost product sales, an interruption of research activities or the delay of new product launches;

· the actions of certain customers could affect Shire's ability to sell or market products profitably. Fluctuations in buying or distribution patterns by such customers can adversely impact Shire’s revenues, financial condition or results of operations;

· investigations or enforcement action by regulatory authorities or law enforcement agencies relating to Shire’s activities in the highly regulated markets in which it operates may result in significant legal costs and the payment of substantial compensation or fines;

· adverse outcomes in legal matters and other disputes, including Shire’s ability to enforce and defend patents and other intellectual property rights required for its business, could have a material adverse effect on Shire’s revenues, financial condition or results of operations;

· Shire faces intense competition for highly qualified personnel from other companies, academic institutions, government entities and other organizations. Shire is undergoing a corporate reorganization and the consequent uncertainty could adversely impact Shire’s ability to attract and/or retain the highly skilled personnel needed for Shire to meet its strategic objectives;

· failure to achieve Shire’s strategic objectives with respect to the acquisition of ViroPharma Incorporated may adversely affect Shire’s financial condition and results of operations;

· Shire’s proposed acquisition of NPS Pharma may not be consummated due to the occurrence of an event, change or other circumstances that gives rise to the termination of the merger agreement;

· a governmental or regulatory approval required for the proposed acquisition of NPS Pharma may not obtained, or may be obtained subject to conditions that are not anticipated, or another condition to the closing of the proposed acquisition may not be satisfied;

· NPS Pharma may be unable to retain and hire key personnel and/or maintain its relationships with customers, suppliers and other business partners pending the consummation of the proposed acquisition by Shire, or NPS Pharma’s business may be disrupted by the proposed acquisition, including increased costs and diversion of management time and resources;

· difficulties in integrating NPS Pharma into Shire may lead to the combined company not being able to realize the expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits at the time anticipated or at all;

and other risks and uncertainties detailed from time to time in Shire’s or NPS Pharma’s filings with the Securities and Exchange Commission, including their respective most recent Annual Reports on Form 10-K.

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ADDITIONAL INFORMATION AND WHERE TO FIND IT

THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL NPS PHARMA COMMON STOCK. THE TENDER OFFER IS BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER RELATED TENDER OFFER MATERIALS) FILED BY SHIRE AND A SUBSIDIARY OF SHIRE WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) ON JANUARY 23, 2015. IN ADDITION, ON JANUARY 23, 2015, NPS PHARMA FILED WITH THE SEC A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THE TENDER OFFER.  THE TENDER OFFER STATEMENT (AND RELATED MATERIALS), AS IT MAY BE AMENDED FROM TIME TO TIME, AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER, THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.  INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS AND OTHER DOCUMENTS FILED BY SHIRE AND NPS PHARMA WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE TENDER OFFER STATEMENT AND RELATED MATERIALS, AND THE SOLICITATION/RECOMMENDATION STATEMENT, MAY ALSO BE OBTAINED FOR FREE BY CONTACTING SHIRE INVESTOR RELATIONS AT +1 484 595 2220 OR +44 1256 894157.

COPIES OF THESE MATERIALS AND ANY DOCUMENTATION RELATING TO THE TENDER OFFER ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY, MAILED OR OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

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