GSK continues with tender offer to acquire all outstanding shares of Human Genome Sciences

Posted: 15 June 2012 | | No comments yet

GSK has received a renewed invitation from Human Genome Sciences’…

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GlaxoSmithKline plc (LSE: GSK) today confirmed that it has received a renewed invitation from Human Genome Sciences’ (NASDAQ: HGSI) to participate in its strategic alternatives review process which started in April. GSK also notes the newly announced date of 16 July 2012 for submission of definitive acquisition proposals.

GSK continues to believe that participation in the process is unnecessary given the company’s offer is not conditioned on due diligence or financing and can be completed expeditiously. GSK knows HGS well based on a 20-year relationship and is uniquely positioned to deliver on the opportunity of the combination. GSK has therefore today sent a letter to HGS declining again to participate in this process.

GSK’s offer to acquire all of the outstanding shares of HGS for US$13.00 per share in cash represents a premium of 81 percent to HGS’s closing share price of US$7.17 on 18 April 2012, the last trading day before HGS publicly disclosed GSK’s private offer.

The company continues to believe that this offer reflects full and fair value and is in the interest of shareholders of both companies. The transaction is well aligned to GSK’s long-term strategy of delivering sustainable growth, simplifying GSK’s business model, enhancing R&D returns and deploying capital with discipline. For HGS shareholders, it provides immediate liquidity at a substantial premium while eliminating further exposure to the significant execution risk inherent in HGS achieving its future growth objectives. GSK’s offer reflects the value of Benlysta, darapladib, albiglutide, HGS’s operating and financial assets, and expected cost synergies of at least US$200 million.

As GSK has stated previously, the company values its relationship with HGS and its clear preference has always been to complete a transaction on a friendly basis in a timely fashion. GSK remains willing to meet and review its offer directly with HGS at any time.

In the meantime, GSK will continue to progress with its tender offer direct to HGS shareholders. The tender offer and withdrawal rights are scheduled to expire at 5:00pm New York City time on Friday 29 June 2012. The closing of the tender offer is subject to the terms and conditions detailed in the offer document as filed on Schedule TO with the U.S. Securities and Exchange Commission on 10 May 2012 and 23 May 2012.