GlaxoSmithKline Commences Tender Offer to Acquire Sirtris Pharmaceuticals
May 02 2008 - 9:00AM
PR Newswire (US)
LONDON, May 2 /PRNewswire-FirstCall/ -- GlaxoSmithKline plc (GSK)
announced today that Fountain Acquisition Corporation, a
wholly-owned subsidiary of GSK, is commencing a cash tender offer
to purchase all outstanding shares of common stock of Sirtris
Pharmaceuticals, Inc. (NASDAQ:SIRT) (Sirtris), for $22.50 in cash
without interest and less any required withholding taxes. The
tender offer is being made pursuant to a previously announced
definitive agreement dated April 22, 2008 among Sirtris, Fountain
Acquisition Corporation and SmithKline Beecham Corporation, a
wholly-owned subsidiary of GSK. The Sirtris board of directors has
unanimously determined that the merger agreement, the tender offer
and the merger are advisable and are fair to, and in the best
interests of, Sirtris and Sirtris' stockholders and unanimously
recommends that Sirtris' stockholders tender their shares in the
offer. The tender offer will expire at 12:00 midnight on Friday,
May 30, 2008, unless extended in accordance with the merger
agreement and the applicable rules and regulations of the
Securities and Exchange Commission (SEC). The offer is subject to
customary conditions, including the acquisition by GSK of a
majority of the outstanding shares of Sirtris common stock on a
fully diluted basis. GSK today will file with the SEC a tender
offer statement on Schedule TO setting forth in detail the terms of
the tender offer. Sirtris today will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of Sirtris'
board of directors that Sirtris' stockholders accept the tender
offer and tender their shares pursuant to the tender offer.
Questions and requests for assistance may be directed to the
Information Agent for the offer, MacKenzie Partners, Inc., at (212)
929-5500 or (800) 322-2885 (toll free). 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's 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. The company's
headquarters are in Cambridge, Massachusetts. Cautionary statement
regarding forward-looking statements Under the safe harbour
provisions of the US Private Securities Litigation Reform Act of
1995, investors are cautioned that any forward-looking statements
or projections made by GSK, including those made in this press
release, are subject to risks and uncertainties that may cause
actual results or events to differ materially from those projected
or anticipated. These statements are based on GSK's current
expectations and beliefs. Actual results or events could differ
materially from the results or anticipated events implied by these
statements. 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 both companies' 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 2008 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. This announcement and the description
contained herein is neither an offer to purchase nor a solicitation
of an offer to sell shares of Sirtris. GSK and Fountain Acquisition
Corporation are filing with the SEC a tender offer statement on
Schedule TO containing an offer to purchase, forms of letters of
transmittal and other documents relating to the tender offer, and
Sirtris is filing with the SEC a solicitation/recommendation
statement on Schedule 14D-9, with respect to the tender offer. GSK,
Fountain Acquisition Corporation and Sirtris are mailing these
documents to the stockholders of Sirtris. These documents contain
important information about the tender offer and stockholders of
Sirtris are urged to read them carefully. Stockholders of Sirtris
will be able to obtain a free copy of these documents (when they
become available) and other documents filed by Sirtris or GSK with
the SEC at the website maintained by the SEC at
http://www.sec.gov/. In addition, stockholders will be able to
obtain a free copy of these documents (when they become available)
from Sirtris by contacting Sirtris at 200 Technology Square,
Cambridge, Massachusetts 02139. DATASOURCE: GlaxoSmithKline plc
CONTACT: US Media inquiries: Nancy Pekarek, +1-215-751-7709, or
Mary Anne Rhyne, +1-919-483-2839, or UK Media inquiries: Phil
Thomson, Alice Hunt, Gwenan White, 020 8047 5502, or US Analyst,
Investor inquiries: Frank Murdolo, +1-215-751-7002, or Tom Curry,
+1-215-751-5419, or European Analyst, Investor inquiries: David
Mawdsley, 020 8047 5564, or Sally Ferguson, 020 8047 5543, or Gary
Davies, 020 8047 5503, 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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