Biogen (BIIB) Approves Separation of Bioverativ (BIVV); Declares Special Dividend

Biogen (NASDAQ: BIIB) today announced that its board of directors has approved the planned spin-off of its hemophilia business, which will be known as Bioverativ Inc., and declared a special dividend distribution of all of the outstanding shares of Bioverativ common stock.

For every two shares of Biogen common stock held of record as of the close of business on January 17, 2017, Biogen shareholders will receive one share of Bioverativ common stock. Registered shareholders will receive cash in lieu of fractional shares. The special dividend distribution is expected to be paid on February 1, 2017.

The distribution of Bioverativ common stock will complete the proposed separation of the hemophilia business from Biogen. After the separation, Bioverativ will become an independent, publicly-traded company focused on hemophilia and other rare blood disorders, and Biogen will retain no ownership interest. Bioverativ has applied for listing of its common stock on the NASDAQ Global Select Market under the ticker symbol “BIVV.”

"Today's announcement is a significant milestone toward the creation of two independent global biotechnology companies, each of which will be focused on transforming the lives of patients in distinct areas," said George A. Scangos, Ph.D., chief executive officer of Biogen.

The stock dividend distribution is subject to, among other conditions, the U.S. Securities and Exchange Commission (SEC) having declared effective Bioverativ's Registration Statement on Form 10, as amended, which Bioverativ has filed with the SEC. The Registration Statement includes information regarding the details of the spin-off and Bioverativ's business, and can be found on Biogen’s website at http://investors.biogen.com/hemophilia-spin-off.

The spin-off has been structured to qualify as a tax-free distribution to U.S. holders of Biogen's common stock for U.S. federal income tax purposes. However, cash received in lieu of fractional shares may be taxable to such shareholders. Shareholders should consult their tax advisors with respect to U.S. federal, state, local and non-U.S. tax consequences of the separation and distribution of Bioverativ.

No action is required by Biogen shareholders to receive shares of Bioverativ common stock as part of this special dividend distribution. Any holder of Biogen common stock who sells shares of Biogen common stock on or before the distribution date may be selling the entitlement to receive shares of Bioverativ common stock.

Following the spin-off, Bioverativ will be a global biotechnology company dedicated to advancing the research, development and commercialization of innovative therapies to address areas of serious unmet need for people with hemophilia and other rare blood disorders.

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