Transkaryotic Gets Enough Shareholder Support

The company says 52.6% of the eligible voting shares agree with the merger plan.
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Shareholders of

Transkaryotic Therapies

(TKTX)

on Wednesday approved the company's acquisition by

Shire Pharmaceuticals

(SHPGY)

in a bitterly contested vote.

Because Shire shareholders also voted on Wednesday to approve the $37-a-share cash buyout, the transaction, worth about $1.6 billion, could close on Thursday.

The promerger shareholders at Transkaryotic obtained 18.74 million, or 52.6%, of the eligible voting shares. Those votes included the Warburg Pincus investment bank, which is the largest shareholder in the Cambridge, Mass., company, with 14% of shares.

There were 9.89 million "no" votes, representing 27.7% of shares, and 47,416 votes to abstain.

Critics say the buyout price was too low.

Significantly, holders of more than one-third of Transkaryotic's shares said they intend to

seek appraisal rights, a strategy investors can employ if they believe the takeover price is too low. Dissident shareholders must file their claims with the Delaware Chancery Court. Delaware is the state of incorporation for Transkaryotic.

The resolution of the dissidents' claims could take a year or more depending on the caseload at the Delaware court. Seekers of appraisal rights could get more, less or the same price as those Transkaryotic shareholders who accepted $37 a share.

Transkaryotic said it has received written demands for appraisal rights from shareholders owning 12.32 million, or 34.6%, of outstanding shares. According to the merger proxy, Shire had the right to walk away from the takeover if appraisal rights claims topped 15% of Transkaryotic's shares. Obviously, Shire waived that right.

Holders of appraisal rights include New York financier Carl C. Icahn, who bought 5.1% of Transkaryotic's shares in July. He couldn't vote any of his shares because they were acquired after the June 10 cut-off date established by the merger proxy. The New York investment management firms

Porter Orlin LLC

and

Millenco LP

, long-time critics of the Shire deal, also announced they would seek appraisal rights for their combined holdings of 16.1%.

"This acquisition delivers on our strategy and brings a new drug development platform and expertise within a specialty area as well as further expansion into the European markets, said Matthew Emmens, the Shire chief executive, in a prepared statement. "This acquisition is expected to significantly enhance Shire's sales and EPS growth beyond 2007 and sustain Shire's consistent operating margin performance."

Shares of Transkaryotic were halted Wednesday on the

Nasdaq

(NASDAQ)

until the merger vote was announced. The shares are up 2 cents to $36.98. Shire's stock was up 51 cents, or 1.5%, to $34.55.