CAMBRIDGE, Mass., June 27 /PRNewswire-FirstCall/ -- Transkaryotic
Therapies, Inc. (Nasdaq: TKTX) today announced its plans to hold a special
meeting of the stockholders to approve the proposed acquisition of the company
by Shire Pharmaceuticals Group plc. The special meeting of stockholders will
be held on Wednesday, July 27, 2005 at the offices of Wilmer Cutler Pickering
Hale and Dorr LLP, located at 60 State Street, Boston, Massachusetts at 9:00
a.m. eastern time. A definitive proxy statement has been filed with the SEC
and is available at http://www.tktx.com within the Investor Information
section.
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. 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.
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 and mailed to its
stockholders a definitive proxy statement. The definitive proxy statement
contains important information about TKT, the transaction and related matters.
Investors and security holders are urged to read carefully the definitive
proxy statement.
Investors and security holders may obtain free copies of the definitive
proxy statement and other documents filed by TKT with the SEC through the web
site maintained by the SEC at http://www.sec.gov.
In addition, investors and security holders are able to obtain free copies
of the definitive proxy statement from TKT by contacting Corporate
Communications, 700 Main Street, Cambridge, Massachusetts 02139.
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
definitive proxy statement relating to the proposed transaction with Shire
dated June 27, 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 definitive proxy statement related
to the proposed transaction and other documents filed by TKT with the SEC.
Safe Harbor for Forward-Looking Statements
This press release contains forward-looking statements regarding the
proposed transaction between Shire and TKT, 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 failure of
TKT and Shire to consummate the proposed merger for any reason, including the
failure of the TKT shareholders or Shire shareholders to approve the proposed
transaction, and including other factors set forth under the caption "Certain
Factors That May Affect Future Results" in the company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2005, which is 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 Additional 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
Photo Notes:
NewsCom:
http://www.newscom.com/cgi-bin/prnh/19990913/TKTLOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com
Company News On-Call:
http://www.prnewswire.com/comp/120657.html
CONTACT:
Justine E. Koenigsberg, Senior Director,
Corporate Communications, +1-617-349-0271, Daniella M. Lutz,
Manager, Corporate Communications, +1-617-349-0205
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