TKT Announces Expiration of Both Hart-Scott-Rodino Waiting Period and SEC Review Period of Preliminary Proxy Statement
13 June 2005 - 11:41PM
PR Newswire (US)
TKT Announces Expiration of Both Hart-Scott-Rodino Waiting Period
and SEC Review Period of Preliminary Proxy Statement CAMBRIDGE,
Mass., June 13 /PRNewswire-FirstCall/ -- Transkaryotic Therapies,
Inc. (NASDAQ:TKTX) today announced that the 30-day waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, expired on June 10, 2005 with respect to the proposed
acquisition of the company by Shire Pharmaceuticals Group plc. In
addition, TKT also announced that the SEC's ten-day period for
reviewing the company's preliminary proxy statement relating to the
stockholder meeting to approve the proposed acquisition by Shire
has expired. The company has not yet set a meeting date for the
stockholder meeting to approve the acquisition, but has set a
record date for the meeting of June 10, 2005. Closing of the
transaction is subject to, among other things, approval of the
stockholders of each company, and subject to satisfaction of these
conditions, the company expects the transaction to close in the
third quarter of 2005. As previously announced on April 21, 2005,
TKT and Shire signed a definitive agreement by which Shire has
agreed to acquire TKT. Under the agreement, Shire has agreed to pay
$37 in cash for each share of TKT common stock, or approximately
$1.6 billion. About TKT Transkaryotic Therapies, Inc. is a
biopharmaceutical company primarily focused on researching,
developing and commercializing treatments for rare diseases caused
by protein deficiencies. Within this focus, the company markets
Replagal(TM), an enzyme replacement therapy for Fabry disease, and
is developing treatments for Hunter syndrome and Gaucher disease.
In addition to its focus on rare diseases, TKT intends to
commercialize Dynepo(TM), its Gene- Activated(R) erythropoietin
product for anemia related to kidney disease, in the European
Union. TKT was founded in 1988 and is headquartered in Cambridge,
Massachusetts, with additional operations in Europe, Canada and
South America. Additional information about TKT is available on the
company's website at http://www.tktx.com/. Important Additional
Information Will Be Filed with the SEC This communication may be
deemed to be soliciting material in respect of the proposed
transaction with Shire. In connection with the proposed transaction
with Shire, TKT has filed with the SEC a preliminary proxy
statement and plans to file with the SEC and mail to its
stockholders a definitive proxy statement. The preliminary proxy
statement contains, and the definitive proxy statement when it
becomes available will contain, important information about TKT,
the transaction and related matters. Investors and security holders
are urged to read carefully the preliminary proxy statement and the
definitive proxy statement when it becomes available. Investors and
security holders may obtain free copies of the preliminary proxy
statement and other documents filed by TKT with the SEC, including
the definitive proxy statement when it is filed, through the web
site maintained by the SEC at http://www.sec.gov/. In addition,
investors and security holders will be able to obtain free copies
of the definitive proxy statement from TKT by contacting Corporate
Communications. TKT, and its directors and executive officers, may
be deemed to be participants in the solicitation of proxies in
respect of the proposed transactions with Shire. Information
regarding TKT's directors and executive officers is contained in
TKT's Annual Report on Form 10-K for the year ended December 31,
2004, as amended on May 2, 2005, its Quarterly Report on Form 10- Q
for the quarter ended March 31, 2005, its proxy statement for its
2004 Annual Meeting of Stockholders dated April 27, 2004, its
Current Reports on Form 8-K dated March 30, 2005, April 15, 2005
and April 27, 2005 and its preliminary proxy statement relating to
the proposed transaction with Shire dated May 19, 2005, each of
which is filed with the SEC. As of May 16, 2005, TKT's directors
and executive officers and their affiliates, including Warburg
Pincus Equity Partners, L.P., beneficially owned approximately
5,523,536 shares, or approximately 15.3%, of TKT's common stock.
All outstanding options for TKT common stock, whether or not
vested, including those held by current directors and executive
officers, will be cashed out in the merger based on the $37 per
share purchase price. In addition, Shire has committed to
maintaining TKT's 2005 Management Bonus Plan, in which TKT
executive officers participate, in accordance with its current
terms in respect of the 2005 performance year. Following the
merger, Shire has agreed to provide certain retention and severance
benefits to TKT's employees, including its executive officers.
Additional information regarding the interests of potential
participants is included in the preliminary proxy statement related
to the proposed transaction and other documents filed by TKT with
the SEC and will be included in the definitive proxy statement and
other relevant documents to be filed with the SEC. Safe Harbor for
Forward-Looking Statements This memo contains forward-looking
statements regarding the proposed transaction between Shire and
TKT, the company's development of certain products, including
Replagal(TM), I2S and Dynepo(TM), the timing of clinical trials,
clinical trial results and regulatory filings, and statements
regarding the company's financial outlook, as well as statements
about future expectations, beliefs, goals, plans or prospects,
including statements containing the words "believes,"
"anticipates," "plans," "expects," "estimates," "intends,"
"should," "could," "will," "may," and similar expressions. There
are a number of important factors that could cause actual results
to differ materially from those indicated by such forward-looking
statements, including: the ability to obtain the approval of the
stockholders of each company and to obtain regulatory clearances;
the ability to consummate the transaction; whether any of TKT's
products will achieve the commercial success anticipated by the
company; whether competing products will reduce the market
opportunity for such products; whether I2S will be safe and
effective as a treatment for Hunter syndrome; whether GA-GCB will
be safe and effective as a treatment for Gaucher disease; whether
the company will be able to successfully complete clinical trials
of its products; enrollment rates for clinical trials; whether the
results of clinical trials, will be indicative of results obtained
in later clinical trials; whether future clinical trials will be
conducted and conducted on a timely basis; the ability of the
company and its collaborators to successfully complete development
of its products; the ability to manufacture sufficient quantities
of its products to satisfy both clinical trial requirements and
commercial demand; the timing of submissions to and decisions by
regulatory authorities in the United States, Europe, Japan and
other countries regarding clinical trials and marketing and other
applications; whether the FDA and equivalent regulatory authorities
grant marketing approval for the company's products on a timeline
consistent with the company's expectations, or at all; the
availability and extent of coverage from third party payors and the
receipt of reimbursement approvals for the company's products;
whether competing products will reduce any market opportunity that
may exist; results of litigation; whether the company will be
successful in establishing European manufacturing for Dynepo(TM);
and other factors set forth under the caption "Certain Factors That
May Affect Future Results" in the company's Annual Report on Form
10-K for the year ended December 31, 2004 and its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2005, which are on
file with the SEC and which factors are incorporated herein by
reference. While the company may elect to update forward-looking
statements at some point in the future, the company specifically
disclaims any obligation to do so, even if its expectations change.
Gene-Activated(R) is a registered trademark and Replagal(TM) is a
trademark of Transkaryotic Therapies, Inc. Dynepo(TM) is a
trademark of Sanofi-Aventis SA. For More Information Contact:
Justine E. Koenigsberg Senior Director, Corporate Communications
(617) 349-0271 Daniella M. Lutz Manager, Corporate Communications
(617) 349-0205 http://www.newscom.com/cgi-bin/prnh/19990913/TKTLOGO
http://photoarchive.ap.org/ DATASOURCE: Transkaryotic Therapies,
Inc. CONTACT: Justine E. Koenigsberg, Senior Director, Corporate
Communications, +1-617-349-0271; or Daniella M. Lutz, Manager,
Corporate Communications, +1-617-349-0205 Web site:
http://www.tktx.com/ Company News On-Call:
http://www.prnewswire.com/comp/120657.html
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