Sirtris Pharmaceuticals, Inc. - Tender offer statement by Third Party (SC TO-T)
May 02 2008 - 9:15AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Schedule TO
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act
of 1934
SIRTRIS
PHARMACEUTICALS, INC.
(Name of Subject Company
(Issuer))
Fountain
Acquisition Corporation
and
GlaxoSmithKline plc
(Names of Filing Persons
(Offerors))
Common
Stock, par value $0.001 per share
(Title of Class of
Securities)
82968A105
(CUSIP
Number of Class of Securities)
Carol G. Ashe, Esq.
GlaxoSmithKline
One Franklin Plaza (FP 2355)
200 N. 16th Street
Philadelphia, Pennsylvania 19102
(215) 741-4000
(Name, Address and Telephone
Numbers of Person Authorized
to Receive Notices and
Communications on Behalf of Filing Persons)
Copy to:
Victor I. Lewkow, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
CALCULATION
OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$692,189,100
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$
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27,203.03
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*
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For purposes of calculating the filing fee pursuant to
Rule 0-11(d)
only, the Transaction Valuation was calculated on the basis of
(i) the aggregate of 30,763,960 shares of common
stock, par value $0.001 per share, of Sirtris Pharmaceuticals,
Inc. outstanding on a fully diluted basis, consisting of:
(a) 29,266,469 shares of common stock issued and
outstanding, and (b) 1,497,491 shares of common stock
issuable on or before expiration of the offer pursuant to
existing stock options, and (ii) the tender offer price of
$22.50 per Share.
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**
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The filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, is calculated by multiplying
the Transaction Valuation by 0.00003930.
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o
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid: None
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Filing Party: Not applicable
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Form or Registration No.: Not applicable
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Date Filed: Not applicable
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o
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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þ
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third-party tender offer subject to
Rule 14d-1.
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o
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issuer tender offer subject to
Rule 13e-4.
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o
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going-private transaction subject to
Rule 13e-3.
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o
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender offer:
o
This Tender Offer Statement on Schedule TO (this
Schedule TO) relates to the offer by Fountain
Acquisition Corporation, a Delaware corporation
(Purchaser) and a direct wholly-owned subsidiary of
SmithKline Beecham Corporation, a Pennsylvania corporation
(SKB), and an indirect wholly-owned subsidiary of
GlaxoSmithKline plc, a public limited company organized under
the laws of England and Wales (GSK), to purchase all
outstanding shares of common stock, par value $0.001 per share
(the Shares), of Sirtris Pharmaceuticals, Inc., a
Delaware corporation (Sirtris), at a price of $22.50
per Share, net to the seller in cash, without interest thereon
and less any required withholding taxes, upon the terms and
subject to the conditions set forth in the Offer to Purchase
dated May 2, 2008 (the Offer to Purchase) and
in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the
Offer), which are annexed to and filed with this
Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively. This Schedule TO is being filed on behalf of
Purchaser and GSK.
All information set forth in the Offer to Purchase filed as
Exhibit (a)(1)(A) to this Schedule TO is incorporated by
reference in answer to Items 1 through 11 in this
Schedule TO, except those items as to which information is
specifically provided herein. The Agreement and Plan of Merger,
dated as of April 22, 2008, by and among Purchaser, SKB and
Sirtris, a copy of which is attached as Exhibit (d)(1) hereto,
is incorporated herein by reference with respect to Items 4
through 11 of this Schedule TO.
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Item 10.
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Financial
Statements.
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Not applicable.
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Item 11.
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Additional
Information.
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(a)(5) Not applicable.
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(a)(1)(A)
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Offer to Purchase, dated May 2, 2008
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(a)(1)(B)
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Form of Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9)
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
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(a)(1)(E)
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Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
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(a)(1)(F)
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Text of press release issued by GSK and Sirtris, dated
April 22, 2008 (incorporated by reference to
Form 8-K
filed by Sirtris with the Securities and Exchange Commission on
April 23, 2008)
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(a)(1)(G)
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Text of press release issued by GSK on May 2, 2008
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(a)(1)(H)
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Form of summary advertisement, published May 2, 2008
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(b)
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Not applicable
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(d)(1)
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Agreement and Plan of Merger, dated as of April 22, 2008,
by and among Purchaser, SKB and Sirtris
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(d)(2)
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Tender and Support Agreement, dated as of April 22, 2008,
among Purchaser, SKB and certain stockholders of Sirtris
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(d)(3)
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Confidentiality Agreement, dated as of February 6, 2006, by
and between SKB and Sirtris
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(g)
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Not applicable
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(h)
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Not applicable
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Item 13.
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Information
Required by
Schedule 13E-3.
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Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
GlaxoSmithKline plc
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By:
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/s/
Simon
M. Bicknell
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Name: Simon M. Bicknell
Fountain Acquisition Corporation
Name: Donald F. Parman
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Title:
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Authorized Signatory
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Dated: May 2, 2008
EXHIBIT INDEX
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(a)(1)(A)
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Offer to Purchase, dated May 2, 2008
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(a)(1)(B)
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Form of Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9)
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
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(a)(1)(E)
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Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
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(a)(1)(F)
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Text of press release issued by GSK and Sirtris, dated
April 22, 2008 (incorporated by reference to
Form 8-K
filed by Sirtris with the Securities and Exchange Commission on
April 23, 2008)
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(a)(1)(G)
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Text of press release issued by GSK on May 2, 2008
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(a)(1)(H)
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Form of summary advertisement, published May 2, 2008
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(b)
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Not applicable
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(d)(1)
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Agreement and Plan of Merger, dated as of April 22, 2008,
by and among Purchaser, SKB and Sirtris
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(d)(2)
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Tender and Support Agreement, dated as of April 22, 2008,
among Purchaser, SKB and certain stockholders of Sirtris
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(d)(3)
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Confidentiality Agreement, dated as of February 6, 2006, by
and between SKB and Sirtris
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(g)
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Not applicable
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(h)
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Not applicable
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