GlaxoSmithKline plc (LSE: GSK) and Human Genome Sciences
(NASDAQ: HGSI) today announced that the companies have entered into
a definitive agreement under which GSK will acquire HGS for
US$14.25 per share in cash. The transaction values HGS at
approximately US$3.6 billion on an equity basis, or approximately
US$3 billion net of cash and debt, and represents a premium of 99%
to the HGS closing price of US$7.17 per share on 18 April 2012, the
last day of trading before HGS publicly disclosed GSK’s initial
private offer. The Boards of Directors of both companies have
approved the transaction.
The transaction is well aligned with GSK’s long-term strategy of
delivering sustainable growth, simplifying GSK’s business model,
enhancing R&D returns and deploying capital with discipline.
Through complete ownership of BENLYSTA, albiglutide and darapladib,
GSK can simplify and optimize R&D, commercial and manufacturing
operations to advance these products most effectively and
efficiently while securing the full potential long-term value of
the assets. GSK expects to achieve at least US$200 million in cost
synergies to be fully realized by 2015, subject to appropriate
consultation, and expects the transaction to be accretive to core
earnings beginning in 2013. GSK also assessed the potential returns
of this acquisition relative to its long-term share buyback
program. As part of this ongoing program, GSK continues to expect
to repurchase £2-2.5 billion in shares in 2012.
Sir Andrew Witty, Chief Executive Officer of GSK, said:
“We are pleased to have reached a mutually beneficial agreement
with HGS on friendly terms and believe the combination of GSK and
HGS represents clear financial and strategic logic for both
companies and our respective shareholders. The transaction meets
GSK’s strict financial criteria for acquisitions, and we expect
will deliver significant returns over the long-term. This is a
natural next step in our nearly 20-year relationship with HGS, and
we look forward to working with HGS to integrate our businesses and
to realizing the full value of BENLYSTA, albiglutide, and
darapladib for the benefit of patients and our shareholders.”
H. Thomas Watkins, President and Chief Executive Officer,
HGS, said: "After a thorough analysis of strategic
alternatives, HGS has determined that a combination with GSK is the
best course of action for our company and the best way to maximize
value for our stockholders. HGS has had a long and productive
working relationship with GSK, and together we will be uniquely
positioned to achieve the full potential of BENLYSTA and other
products in our pipeline for the benefit of those battling serious
disease around the world. I would like to thank the dedicated
employees of HGS, who have worked tirelessly to achieve
breakthrough results and are the foundation of our success. We look
forward to working with GSK to ensure a seamless transition for all
of our stakeholders.”
GSK has amended its pending tender offer to increase the price
to US$14.25 per share and to extend the expiration of the offer to
12:00 midnight, New York City time, on 27 July 2012. As of the
close of business on 13 July, approximately 427,042 shares had been
tendered and not withdrawn, pursuant to the offer. The offer is
subject to customary conditions as set forth in the Merger
Agreement being filed today by the parties with the SEC.
Lazard and Morgan Stanley are acting as financial advisors to
GSK, and Cleary Gottlieb Steen & Hamilton and Wachtell, Lipton,
Rosen & Katz are providing legal advice to the company.
Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are
serving as financial advisors to HGS, and Skadden, Arps, Slate,
Meagher & Flom LLP and DLA Piper LLP (US) are serving as legal
counsel.
GlaxoSmithKline – one of the world’s leading
research-based pharmaceutical and healthcare companies – is
committed to improving the quality of human life by enabling people
to do more, feel better and live longer. For further information
please visit www.gsk.com.
Human Genome Sciences -- exists to place new therapies
into the hands of those battling serious disease. For more
information about HGS, please visit the Company’s web site at
www.hgsi.com. HGS, Human Genome Sciences and BENLYSTA® are
trademarks of Human Genome Sciences, Inc. Other trademarks
referenced are the property of their respective owners.
Cautionary statement regarding forward-looking
statements
This communication contains forward-looking statements. GSK
cautions readers that any forward-looking statements made by GSK,
including those made in this communication, are subject to risks
and uncertainties that may cause actual results to differ
materially from those contained in the forward-looking statements.
Such forward-looking statements include, but are not limited to,
statements about the benefits of a business combination transaction
involving GSK and HGS, including future financial and operating
results, GSK’s plans, objectives, expectations (financial or
otherwise) and intentions relating to the business combination and
other statements that are not historical facts. Factors that may
affect GSK’s operations are described under ‘Risk factors’ in the
‘Financial review & risk’ section in GSK’s Annual Report 2011
included as exhibit 15.2 to GSK’s Annual Report on Form 20-F for
2011.
This announcement includes statements that are forward-looking.
These forward-looking statements are based on HGS’s current
intentions, beliefs and expectations regarding future events. HGS
cannot guarantee that any forward-looking statement will be
accurate. Investors should realize that if underlying assumptions
prove inaccurate or unknown risks or uncertainties materialize,
actual results could differ materially from HGS’s expectations.
Investors are, therefore, cautioned not to place undue reliance on
any forward-looking statement. Any forward-looking statement speaks
only as of the date of this announcement, and, except as required
by law, HGS does not undertake to update any forward-looking
statement to reflect new information, events or circumstances. Some
important factors that could cause HGS’s actual results to differ
from its expectations in these forward-looking statements include:
HGS’s lack of commercial experience and dependence on the sales
growth of BENLYSTA; any failure to commercialize BENLYSTA
successfully; the occurrence of adverse safety events with HGS’s
products; changes in the availability of reimbursement for
BENLYSTA; the inherent uncertainty of the timing, success of, and
expense associated with, research, development, regulatory approval
and commercialization of HGS’s pipeline products, including
darapladib and albiglutide, and new indications for existing
products; uncertainty as to the future success of darapladib and
GSK’s ability to develop and commercialize darapladib; substantial
competition in HGS’s industry, including from branded and generic
products; the highly regulated nature of HGS’s business;
uncertainty regarding HGS’s intellectual property rights and those
of others; the ability to manufacture at appropriate scale, and in
compliance with regulatory requirements, to meet market demand for
HGS’s products; HGS’s substantial indebtedness and lease
obligations; HGS’s dependence on collaborations over which it may
not always have full control; foreign exchange rate valuations and
fluctuations; the impact of HGS’s acquisitions and strategic
transactions; changes in the health care industry in the U.S. and
other countries, including government laws and regulations relating
to sales and promotion, reimbursement and pricing generally;
significant litigation adverse to HGS, including product liability
and patent infringement claims; HGS’s ability to attract and retain
key personnel; increased scrutiny of the health care industry by
government agencies and state attorneys general resulting in
investigations and prosecutions; risks and uncertainties associated
with the merger agreement and related tender offer by GSK and; the
outcome of any litigation related to the merger agreement and
related tender offer by GSK. The foregoing list sets forth many,
but not all, of the factors that could cause actual results to
differ from HGS’s expectations in any forward-looking statement.
Investors should consider this cautionary statement, as well as the
risk factors identified in HGS’s periodic reports filed with the
SEC, when evaluating HGS’s forward-looking statements.
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell HGS common stock. The solicitation and offer to buy HGS
common stock, commenced by GlaxoSmithKline plc through its wholly
owned subsidiary, H. Acquisition Corp., have been made pursuant to
an offer to purchase and related materials, filed on Schedule TO
with the U.S. Securities and Exchange Commission (SEC), as amended
and as will be further amended from time to time. In response to
the offer, HGS has filed a solicitation/recommendation statement on
Schedule 14D-9 with the SEC, as amended and as will be further
amended from time to time. Investors and securityholders are urged
to read these materials carefully since they contain important
information, including the terms and conditions of the offer.
Investors and security holders may obtain free copies of these
materials and other documents filed by GSK and HGS with the SEC at
the website maintained by the SEC as www.sec.gov. The offer to
purchase and related materials may also be obtained for free by
contacting the information agent for the tender offer, D.F. King
& Co., Inc. at (212) 269-5550 or (800) 848-2998 (toll-free) or
by email at HGStender@dfking.com. HGS will also provide a copy of
the solicitation/recommendation statement materials without charge
on its website at www.hgsi.com, or HGS stockholders may call HGS’
Information Agent, Innisfree M&A Incorporated, toll-free at
877-717-3926.
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