The Shire site has a Q. and A. for the transaction:
Q. Will I be taxed on the Shire securities that I receive in the merger?
A. Baxalta stockholders should consult their tax advisors as to the particular tax consequences to them of the transaction, including the effect of U.S. federal, state and local tax laws and foreign tax laws
The receipt of the per share merger consideration pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Generally, for U.S. federal income tax purposes, if you are a taxable U.S. holder (as defined in the proxy statement/S-4), you will recognize gain or loss equal to the difference between (i) the sum of cash and the fair market value (as of the effective time) of the Shire securities you receive and (ii) your adjusted tax basis in the Baxalta shares exchanged pursuant to the merger. If you are a non-U.S. holder (as defined in the proxy statement/S-4), the merger generally will not result in tax to you under U.S. federal income tax laws unless you have certain connections with the United States however there may be tax consequences in other jurisdictions
For further information on the tax consequences of the merger, see the section of the proxy statement/S-4 titled “Material U.S. Federal Income Tax Consequences” starting on page 228
Q. What is the fair market value?
A. The closing price for SHPG of the newly issued shares is $190.04 on June 2nd (for the ADSs)
Tom Young
