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): December 11, 2000
Shire Pharmaceuticals Group plc
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(Exact name of registrant as specified in its charter)
England and Wales
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(State or other jurisdiction of incorporation)
0-29630 N/A
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(Commission File Number) (IRS Employer Identification No.)
East Anton, Andover, Hampshire SP10 5RG England
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 44-1264-333455
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On December 11, 2000, Shire Pharmaceuticals Group plc ("Shire") and BioChem
Pharma Inc. ("BioChem") announced that they entered into a merger agreement (the
"Merger Agreement") whereby BioChem and 3829341 Canada Inc., a wholly-owned
subsidiary of Shire, will merge pursuant to the terms of a plan of arrangement.
A copy of the Merger Agreement is included herein as Exhibit 2.1 and a copy of
the joint press release of Shire and BioChem with respect to the merger is
included herein as Exhibit 99.1.
In connection with the Merger Agreement, Shire and BioChem entered into a
stock option agreement (the "Stock Option Agreement") dated as of December 11,
2000, pursuant to which Shire has the right, under certain circumstances, to
puchase up to 19.9% of the outstanding common shares of BioChem, at a price per
share equal to $37.00. A copy of the Stock Option Agreement is included herein
as Exhibit 10.1.
The description of the Merger Agreement, the Stock Option Agreement and the
joint press release do not purport to be complete and are qualified in their
entirety by reference to such documents, which are filed as exhibits to this
Form 8-K and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits:
2.1 Merger Agreement, dated as of December 11, 2000, among BioChem
Pharma Inc., 3829341 Canada Inc. and Shire Pharmaceuticals Group plc
10.1 Stock Option Agreement dated as of December 11, 2000 between Shire
Pharmaceuticals Group plc and BioChem Pharma Inc.
99.1 Joint Press Release dated December 11, 2000
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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.
Dated: December 11, 2000 SHIRE PHARMACEUTICALS GROUP PLC
By: /s/ Angus Russell
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Angus Russell
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EXHIBIT INDEX
Exhibit Number Description
2.1 Merger Agreement, dated as of December 11, 2000, among BioChem
Pharma Inc., 3829341 Canada Inc. and Shire Pharmaceuticals Group plc
10.1 Stock Option Agreement dated as of December 11, 2000 between Shire
Pharmaceuticals Group plc and BioChem Pharma Inc.
99.1 Joint Press Release dated December 11, 2000
