CAMBRIDGE, Mass., July 14 /PRNewswire-FirstCall/ -- Transkaryotic
Therapies, Inc. (Nasdaq: TKTX) today confirmed that its board of directors
unanimously recommends that stockholders vote in favor of the proposed
acquisition by Shire Pharmaceutical Group plc. at TKT's special meeting of
stockholders on Wednesday, July 27, 2005.
To dispel any uncertainty regarding its position, the board clarified that
its recommendation to stockholders to vote in favor of the Shire transaction
is unanimous.
In a statement, the board said: "The board conducted a rigorous and
deliberative process in reaching an agreement with Shire that provides full,
fair and immediate cash value to TKT stockholders. The board's objective
throughout this process has been to protect and enhance the value of our
stockholders' investment in TKT. The board firmly and unanimously believes
that this transaction is in the best interests of stockholders and urges them
to approve the transaction."
On April 21, 2005 TKT and Shire entered into an agreement under which
Shire agreed to pay $37 in cash for each share of TKT common stock, or
approximately $1.6 billion in aggregate value.
Voting Instructions
If you have any questions or require assistance in voting your shares,
please call: INNISFREE M&A INCORPORATED TOLL-FREE, at 1-877-825-8619.
IMPORTANT NOTE: If you hold your shares through a bank or broker, you may
be able to vote by telephone, or via the Internet. Please call Innisfree for
assistance.
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 Has Been 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 are able to 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 may 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 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 Daniella M. Lutz
Senior Director, Manager,
Corporate Communications Corporate Communications
(617) 349-0271 (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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