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 ___________________________ | |
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 Shire plc 5 Riverwalk, Citywest Business Campus, Dublin 24, Republic of 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 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 | |
| x | 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 | issuer 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
| Exhibit No. | Description |
| 99.1 | 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. |