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
SOURCE Transkaryotic Therapies, Inc.
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Related links:
http://www.tktx.com
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NewsCom:
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PRN Photo Desk, photodesk@prnewswire.com
Company News On-Call:
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CONTACT:
Justine E. Koenigsberg, Senior Director,
Corporate Communications, +1-617-349-0271; or Daniella M. Lutz,
Manager, Corporate Communications, +1-617-349-0205
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