GlaxoSmithKline Successfully Completes Tender Offer for Shares of Sirtris Pharmaceuticals
02 June 2008 - 11:54PM
PR Newswire (US)
LONDON and PHILADELPHIA, June 2 /PRNewswire-FirstCall/ --
GlaxoSmithKline plc (NYSE:GSK) announced today the successful
completion of the tender offer by its wholly-owned subsidiary
Fountain Acquisition Corporation (FAC) for shares of common stock
of Sirtris Pharmaceuticals, Inc. (NASDAQ:SIRT). The depositary for
the offer has advised GSK and FAC that stockholders of Sirtris have
now tendered a total of approximately 28,931,756 Sirtris shares
(including shares tendered through notice of guaranteed delivery),
representing approximately 97% of the outstanding common stock of
Sirtris. FAC has accepted for payment all Sirtris shares tendered
in the offer. FAC's ownership of the common stock of Sirtris
exceeds the 90% required to effect a short-form merger of FAC with
and into Sirtris under Delaware law. FAC expects to effect the
short-form merger later this week, without the need for a meeting
of Sirtris stockholders. In the merger, FAC will acquire all other
Sirtris shares (other than those as to which holders properly
exercise appraisal rights) at the same $22.50 per share price,
without interest and less any required withholding taxes, that was
paid in the tender offer. As a result of the merger, Sirtris will
become a wholly-owned subsidiary of GSK. About GlaxoSmithKline plc
GlaxoSmithKline plc -- 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 company information including a
copy of this announcement and details of the company's updated
product development pipeline, visit GSK at http://www.gsk.com/.
About Sirtris Sirtris Pharmaceuticals, Inc. is a biopharmaceutical
company focused on discovering and developing proprietary, orally
available, small molecule drugs with the potential to treat
diseases associated with ageing, including metabolic diseases such
as Type 2 Diabetes. Sirtris' drug candidates are designed to mimic
certain beneficial health effects of calorie restriction by
activation of sirtuins, a recently discovered class of enzymes that
Sirtris believes control the ageing process. Sirtris' headquarters
are in Cambridge, Massachusetts. Cautionary statement regarding
forward-looking statements Under the safe harbor provisions of the
US Private Securities Litigation Reform Act of 1995, the company
cautions investors that any forward-looking statements or
projections made by the company, including those made in this
Announcement, are subject to risks and uncertainties that may cause
actual results to differ materially from those projected. Factors
that may cause or contribute to such differences include the risk
that the conditions to the closing of the tender offer or the
merger set forth in the merger agreement will not be satisfied;
changes in GSK's and Sirtris' businesses during the period between
now and the closing; obtaining regulatory approvals if required for
the transaction; the successful integration of Sirtris into GSK's
business subsequent to the closing of the acquisition; the ability
to retain key management and technical personnel of Sirtris; and
other factors described in GSK's Annual Report 2007 under 'Risk
Factors' in the 'Operating and Financial Review and Prospects'. GSK
is under no obligation to (and expressly disclaims any such
obligation to) update or alter its forward-looking statements
whether as a result of new information, future events or otherwise.
DATASOURCE: GlaxoSmithKline plc CONTACT: UK Media inquiries: Philip
Thomson, Alice Hunt or Gwenan White, 020-8047-5502, or US Media
enquiries: Nancy Pekarek, +1-215-751-7709, or Mary Anne Rhyne,
+1-919-483-2839, or European Analyst, Investor inquiries: David
Mawdsley, 020-8047-5564, or Sally Ferguson, 020-8047-5543, or Gary
Davies, 020-8047-5503, or US Analyst, Investor inquiries: Frank
Murdolo, +1-215-751-7002, or Tom Curry, +1-215-751-5419, all of
GlaxoSmithKline plc Web site: http://www.gsk.com/ Company News
On-Call: http://www.prnewswire.com/comp/801350.html
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