GlaxoSmithKline to Acquire Sirtris Pharmaceuticals, a World Leader in 'Sirtuin' Research and Development
April 22 2008 - 5:37PM
PR Newswire (US)
LONDON, PHILADELPHIA AND CAMBRIDGE, Mass., April 22
/PRNewswire-FirstCall/ -- GlaxoSmithKline (NYSE:GSK) and Sirtris
Pharmaceuticals Incorporated (NASDAQ:SIRT) announced today that
they have entered into a definitive agreement pursuant to which
GlaxoSmithKline will acquire Sirtris Pharmaceuticals for
approximately USD720 million (or approx. GBP362 million) through a
cash tender offer of USD22.50 (or approx. GBP11.33) per share.
Through the acquisition of Sirtris, GSK will significantly enhance
its metabolic, neurology, immunology and inflammation research
efforts by establishing a presence in the field of sirtuins, a
recently discovered class of enzymes that are believed to be
involved in the ageing process. Sirtris Pharmaceuticals has
established a drug discovery capability to exploit sirtuin
modulation for the treatment of human disease, an approach that has
the potential to generate multiple clinically and commercially
important products. Their focus to date has been on the development
of SIRT1 activators for the treatment of Type 2 Diabetes Mellitus
(T2DM). "Modulation of this family of enzymes is a potentially
transformative science that could address diseases associated with
metabolism and ageing such as diabetes, muscle wasting, and
neurodegeneration," commented Moncef Slaoui, Chairman GSK R&D.
"This acquisition continues GSK's strategy of pursuing the best new
science, externally or internally, to bring new medicines to
patients and value to the GSK pipeline. Our intent is to retain all
Sirtris employees and continue the entrepreneurial and innovative
culture they created." Sirtris will become part of GSK's Drug
Discovery organisation, while continuing to operate from
laboratories in Cambridge, Massachusetts as an autonomous drug
discovery unit. Christoph Westphal, CEO and Vice Chair of Sirtris
and the management team will continue to lead this autonomous unit.
Dr. Westphal commented, "We have built a dynamic and
scientifically-driven organisation. We expect this transaction will
accelerate our vision to target sirtuins to treat diseases of
metabolism and ageing and deliver tremendous value to patients, our
shareholders and our employees. We look forward to working with
GlaxoSmithKline and their world-class research, development and
commercialisation organisation." Under the agreement, a subsidiary
of GSK will commence a cash tender offer to purchase all of the
outstanding shares of Sirtris, at USD22.50 (or approx. GBP11.33)
per share followed by a second step merger in which any untendered
Sirtris shares would be acquired at the same price per share. All
outstanding stock options will be cancelled with holders receiving
the excess of the transactions price over the exercise price. The
acquisition has been approved by the board of directors of each
company and is subject to customary closing conditions, including
the tender of at least a majority of Sirtris's shares and clearance
under the Hart-Scott-Rodino Antitrust Improvements Act. The parties
anticipate that the tender offer will be commenced in early May and
close in the second quarter of 2008. About GSK GSK -- 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 Pharmaceuticals
Sirtris Pharmaceuticals 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. Our
drug candidates are designed to mimic certain beneficial health
effects of calorie restriction by activation of sirtuins, a
recently discovered class of enzymes that the Company believes
control the ageing process. The company's headquarters are in
Cambridge, Massachusetts. Cautionary statement regarding
forward-looking statements Under the safe harbor provisions of the
US Private Securities Litigation Reform Action 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 affect the Group's operations are described under 'Risk
factors' in the 'Business Review' in the company's Annual Report
2007. Important Additional Information Will Be Filed with the
Securities Exchange Commission (SEC) This press release is neither
an offer to purchase nor a solicitation of an offer to sell shares
of Sirtris Pharmaceuticals, Inc. The tender offer for shares of
Sirtris's stock described in this press release has not yet been
commenced. At the time the tender offer is commenced, a subsidiary
of GSK intends to file with the SEC and mail to Sirtris's
stockholders a Tender Offer Statement on Schedule TO and related
exhibits, including the offer to purchase, letter of transmittal
and other related documents, and Sirtris intends to file with the
SEC and mail to its stockholders a Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 in
connection with the transaction. These will contain important
information about GSK, Sirtris, the transaction and other related
matters. Investors and security holders are urged to read each of
these documents carefully when they are available. Investors and
security holders will be able to obtain free copies of the Tender
Offer Statement, the Tender Offer Solicitation/Recommendation
Statement and other documents filed with the SEC by GSK and Sirtris
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 these documents by contacting the Investor Relations
departments of GSK or Sirtris. GlaxoSmithKline Enquiries: UK Media
enquiries: Philip Thomson (020) 8047 5502 Alice Hunt (020) 8047
5502 Gwenan White (020) 8047 5502 US Media enquiries: Nancy Pekarek
(215) 751 7709 Mary Anne Rhyne (919) 483 2839 European
Analyst/Investor enquiries: David Mawdsley (020) 8047 5564 Sally
Ferguson (020) 8047 5543 Gary Davies (020) 8047 5503 US Analyst/
Investor enquiries: Frank Murdolo (215) 751 7002 Tom Curry (215)
751 5419 Sirtris Enquiries: Investor and Media John Lacey (617) 252
6920 (781) 354 7452 Pure Communications Andrea Johnston (910) 616
5858 DATASOURCE: GlaxoSmithKline CONTACT: Nancy Pekarek of
GlaxoSmithKline, +1-215-751-7709; or John Lacey of Sirtris
Pharmaceuticals, +1-617-252-6920 or +1-781-354-7452 Web site:
http://www.gsk.com/ Company News On-Call:
http://www.prnewswire.com/comp/801350.html
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