SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SHIRE PHARMACEUTICALS GROUP plc
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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The press release and analysts' presentation described below may be deemed
to be solicitation materials in respect of the merger of 3829341 Canada Inc.
("Exchangeco"), a wholly-owned subsidiary of Shire Pharmaceuticals Group plc
("Shire"), and BioChem Pharma Inc. ("BioChem"), pursuant to a Plan of
Arrangement (the "Plan of Arrangement"). A joint press release announcing the
execution of a merger agreement was issued on December 11, 2000 and is attached
hereto as Exhibit 99.1. A presentation for analysts on December 11, 2000 that
relates to the proposed merger is attached hereto as Exhibit 99.2.
In connection with the merger, Shire will be filing a proxy statement with
the Securities and Exchange Commission. SECURITY HOLDERS OF SHIRE ARE URGED TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT CONTAINS IMPORTANT
INFORMATION REGARDING THE MERGER. Investors and security holders may obtain a
free copy of the proxy statement when it becomes available and other documents
filed by Shire with the Securities and Exchange Commission in connection with
the merger at the Securities and Exchange Commission's web-site at www.sec.gov.
Security holders of Shire may also obtain for free a copy of the proxy statement
and other documents filed with the Securities and Exchange Commission by Shire
in connection with the merger by contacting Clea Rosenfeld, Investor Relations,
44-1264-388-115.
Shire and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the security holders of Shire
in favor of the merger. The directors and executive officers of Shire include
the following: Rolf Stahel, Angus Russell, Wilson Totten, James Cavanaugh, Barry
Price, Bernard Canavan, Zola Horowitz, Ronald Nordmann, Joseph Smith and John
Spitznagel. As of December 11, 2000, Dr. Cavanaugh beneficially owned
approximately 4.9% of Shire's ordinary shares and none of the other foregoing
participants individually beneficially owned in excess of 1% of Shire's ordinary
shares. Collectively, as of December 11, 2000, the directors and executive
officers of Shire may be deemed to beneficially own approximately 5.9% of the
ordinary shares of Shire. Security holders of Shire may obtain
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additional information regarding the interests of such participants by reading
the proxy statement when it becomes available.
SAFE HARBOR STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. The above statements that are not historical facts are forward-looking
statements that involve risks and uncertainties, including but not limited to,
risks associated with the inherent uncertainty of pharmaceutical research,
product development and commercialization, the impact of competitive products,
patents, and other risks and uncertainties, including those detailed from time
to time in periodic reports, including the Annual Report filed on Form 10-K by
Shire with the Securities and Exchange Commission.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated December 11, 2000
99.2 Analysts' Presentation