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.
SOURCE GlaxoSmithKline plc
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Related links:
http://www.gsk.com
http://www.prnewswire.com/comp/801350.html/
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
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