Baxalta Incorporated (NYSE: BXLT) announced today the commencement of an underwritten public offering of approximately $1.45 billion of its common stock previously issued to and currently owned by Baxter International Inc., Baxalta’s former parent company. Baxalta is not selling any shares and will not receive any proceeds from the sale of the shares in the offering or the debt-for-equity exchange (as described below).

Prior to the closing of the offering, Baxter will exchange the shares of Baxalta common stock to be sold in the offering for indebtedness of Baxter currently held by Chase Lincoln First Commercial Corporation (“Chase Lincoln”), an affiliate of the underwriter in the offering. Following the debt-for-equity exchange and offering, Baxter’s retained ownership stake in Baxalta will be reduced from 19.4% to 14.3% (based on the Baxalta closing stock price on January 25, 2016). Chase Lincoln, as selling shareholder, will then sell these shares of Baxalta common stock to the underwriter in connection with the public offering.

J.P. Morgan Securities LLC is acting as the sole underwriter for the offering.

The offering will be made only by means of a prospectus. A copy of the preliminary prospectus related to the offering may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling toll-free at (866) 803-9204. You may also obtain a copy of the preliminary prospectus, without charge, by visiting the SEC’s website at http://www.sec.gov.

A registration statement on Form S-1 relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Baxalta

Baxalta Incorporated (NYSE: BXLT) is a global biopharmaceutical company developing, manufacturing and commercializing therapies for orphan diseases and underserved conditions in hematology, oncology and immunology. Launched in 2015 following its separation from Baxter, Baxalta’s therapies are available in more than 100 countries.