EXHIBIT 99.04
VOTING
AGREEMENT
This VOTING
AGREEMENT (this “ Agreement ”), dated as of
April 21, 2005, is among Shire Pharmaceuticals Group plc, a public
limited company incorporated under the laws of England and Wales
(“ Parent ”), Warburg, Pincus Equity Partners,
L.P., a Delaware limited partnership (“ WPEP ”),
Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands
Commanditaire Vennootschap ( “ WPNEP I
”), Warburg, Pincus Netherlands Equity Partners III, C.V., a
Netherlands Commanditaire Vennootschap (“ WPNEP III
” and together with WPNEP I, collectively the “
Netherlands Entities ”), and Warburg Pincus & Co.,
a New York general partnership (“ WP&Co. ”,
WPEP and each of the Netherlands Entities are each referred to
herein as a “ Stockholder ” and collectively as
the “ Stockholders ”).
WHEREAS, in order
to induce Parent to enter into an Agreement and Plan of Merger,
dated as of the date hereof (the “ Merger Agreement
”), with Transkaryotic Therapies, Inc., a Delaware
corporation (the “ Company ”), and Sparta
Acquisition Corporation, a Delaware corporation, Parent has
requested the Stockholders, and the Stockholders have agreed, to
enter into this Agreement with respect to all shares of common
stock, par value $0.01 per share, of the Company that the
Stockholders beneficially own (the “ Shares
”).
NOW, THEREFORE,
the parties hereto agree as follows:
ARTICLE 1
GRANT OF PROXY;
VOTING
AGREEMENT
Section 1.01.
Voting Agreement . Each Stockholder hereby agrees to vote
all Shares that Stockholder is entitled to vote at the time of any
vote or action by written consent to adopt the Merger Agreement and
any actions related thereto at any meeting of the stockholders of
the Company, and at any adjournment thereof, at which such Merger
Agreement (or any amended version thereof), or such other actions,
are submitted for the consideration and vote of the stockholders of
the Company. Each Stockholder hereby agrees that it will not vote
any Shares in favor of, or consent to, and will vote against and
not consent to, the approval of any (i) Acquisition Proposal, (ii)
reorganization, recapitalization, liquidation or winding-up of the
Company or any other extraordinary transaction involving the
Company, (iii) corporate action the consummation of which would
prevent or delay the consummation of the transactions contemplated
by the Merger Agreement or (iv) other matter relating to, or in
connection with, any of the foregoing matters.
Section 1.02.
Irrevocable Proxy . Each Stockholder hereby revokes any and
all previous proxies granted with respect to the Shares. By
entering into this Agreement, each Stockholder hereby grants a
proxy appointing Parent as such Stockholder’s
attorney-in-fact and proxy, with full power of substitution, for
and in such Stockholder’s name, to vote, express, consent or
dissent, or otherwise to utilize such voting power in the manner
contemplated by Section 1.01. The proxy granted by each Stockholder
pursuant to this ARTICLE 1 is irrevocable and is granted in
consideration of Parent entering into this Agreement and the Merger
Agreement and incurring certain related fees and expenses. The
proxy granted by each Stockholder shall be automatically revoked
upon termination of this Agreement in accordance with its
terms.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDERS
Each Stockholder
represents and warrants to Parent that:
Section 2.01.
Authorization . The execution, delivery and performance by
Stockholder of this Agreement and the consummation by Stockholder
of the transactions contemplated hereby are within the powers of
Stockholder and have been duly authorized by all necessary action.
This Agreement constitutes a valid and binding agreement of
Stockholder.
Section 2.02.
Non-Contravention . The execution, delivery and performance
by Stockholder of this Agreement and the consummation of the
transactions contemplated hereby do not and will not (i) violate
the partnership or limited partnership agreement of Stockholder, as
applicable, (ii) assuming the filing of such reports as may be
required under Sections 13(d) and 16 of the Securities Exchange Act
of 1934, as amended (which reports each Stockholder agrees and
covenants will be filed within the periods required by, and
otherwise in compliance with, applicable law), violate any
applicable law, rule, regulation, judgment, injunction, order or
decree, (iii) require any consent or other action by any Person
under, constitute a default under, or give rise to any right of
termination, cancellation or acceleration or to a loss of any
benefit to which Stockholder is entitled under any provision of any
agreement or other instrument binding on Stockholder or (iv) result
in the imposition of any Lien on any asset of
Stockholder.
Section 2.03.
Ownership of Shares . Stockholder is the record and
beneficial owner of the Shares set forth under its name on the
signature page hereto, free and clear of any Lien and any other
limitation or restriction (including any restriction on the right
to vote or otherwise dispose of the Shares). None of the Shares is
subject to any voting trust or other agreement or arrangement with
respect to the voting of such Shares.
Section 2.04.
Total Shares . Except for the Shares set forth on the
signature page hereto, Stockholder does not beneficially own any
(i) shares of capital stock or voting securities of the Company,
(ii) securities of the Company convertible into or exchangeable for
shares of capital stock or voting securities of the Company or
(iii) options or other rights to acquire from the Company any
capital stock, voting securities or securities convertible into or
exchangeable for capital stock or voting securities of the
Company.
Section 2.05.
Finder’s Fees . No investment banker, broker, finder
or other intermediary is entitled to a fee or commission from
Parent or the Company in respect of this Agreement based upon any
arrangement or agreement made by or on behalf of
Stockholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF PARENT
Parent represents
and warrants to the Stockholders that:
Section 3.01.
Authorization . The execution, delivery and performance by
Parent of this Agreement and the consummation by Parent of the
transactions contemplated hereby are within the corporate powers of
Parent and have been duly authorized by all necessary corporate
action. This Agreement constitutes a valid and binding agreement of
Parent.
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ARTICLE 4
COVENANTS OF THE
STOCKHOLDERS
Each Stockholder
hereby covenants and agrees that:
Section 4.01.
No Proxies for or Encumbrances on Shares . Except pursuant
to the terms of this Agreement, Stockholder shall not, without the
prior written consent of Parent, direc
