LONDON, PHILADELPHIA AND CAMBRIDGE, Mass., April 22
/PRNewswire-FirstCall/ -- GlaxoSmithKline (NYSE: GSK) and Sirtris
Pharmaceuticals Incorporated (Nasdaq: SIRT) announced today that they have
entered into a definitive agreement pursuant to which GlaxoSmithKline will
acquire Sirtris Pharmaceuticals for approximately USD720 million (or
approx. GBP362 million) through a cash tender offer of USD22.50 (or approx.
GBP11.33) per share.
Through the acquisition of Sirtris, GSK will significantly enhance its
metabolic, neurology, immunology and inflammation research efforts by
establishing a presence in the field of sirtuins, a recently discovered
class of enzymes that are believed to be involved in the ageing process.
Sirtris Pharmaceuticals has established a drug discovery capability to
exploit sirtuin modulation for the treatment of human disease, an approach
that has the potential to generate multiple clinically and commercially
important products. Their focus to date has been on the development of
SIRT1 activators for the treatment of Type 2 Diabetes Mellitus (T2DM).
"Modulation of this family of enzymes is a potentially transformative
science that could address diseases associated with metabolism and ageing
such as diabetes, muscle wasting, and neurodegeneration," commented Moncef
Slaoui, Chairman GSK R&D. "This acquisition continues GSK's strategy of
pursuing the best new science, externally or internally, to bring new
medicines to patients and value to the GSK pipeline. Our intent is to
retain all Sirtris employees and continue the entrepreneurial and
innovative culture they created."
Sirtris will become part of GSK's Drug Discovery organisation, while
continuing to operate from laboratories in Cambridge, Massachusetts as an
autonomous drug discovery unit. Christoph Westphal, CEO and Vice Chair of
Sirtris and the management team will continue to lead this autonomous unit.
Dr. Westphal commented, "We have built a dynamic and
scientifically-driven organisation. We expect this transaction will
accelerate our vision to target sirtuins to treat diseases of metabolism
and ageing and deliver tremendous value to patients, our shareholders and
our employees. We look forward to working with GlaxoSmithKline and their
world-class research, development and commercialisation organisation."
Under the agreement, a subsidiary of GSK will commence a cash tender
offer to purchase all of the outstanding shares of Sirtris, at USD22.50 (or
approx. GBP11.33) per share followed by a second step merger in which any
untendered Sirtris shares would be acquired at the same price per share.
All outstanding stock options will be cancelled with holders receiving the
excess of the transactions price over the exercise price. The acquisition
has been approved by the board of directors of each company and is subject
to customary closing conditions, including the tender of at least a
majority of Sirtris's shares and clearance under the Hart-Scott-Rodino
Antitrust Improvements Act. The parties anticipate that the tender offer
will be commenced in early May and close in the second quarter of 2008.
About GSK
GSK -- 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 Pharmaceuticals
Sirtris Pharmaceuticals 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. Our drug candidates
are designed to mimic certain beneficial health effects of calorie
restriction by activation of sirtuins, a recently discovered class of
enzymes that the Company believes control the ageing process. The company's
headquarters are in Cambridge, Massachusetts.
Cautionary statement regarding forward-looking statements
Under the safe harbor provisions of the US Private Securities
Litigation Reform Action of 1995, the company cautions investors that any
forward-looking statements or projections made by the company, including
those made in this Announcement, are subject to risks and uncertainties
that may cause actual results to differ materially from those projected.
Factors that may affect the Group's operations are described under 'Risk
factors' in the 'Business Review' in the company's Annual Report 2007.
Important Additional Information Will Be Filed with the Securities
Exchange Commission (SEC)
This press release is neither an offer to purchase nor a solicitation
of an offer to sell shares of Sirtris Pharmaceuticals, Inc. The tender
offer for shares of Sirtris's stock described in this press release has not
yet been commenced.
At the time the tender offer is commenced, a subsidiary of GSK intends
to file with the SEC and mail to Sirtris's stockholders a Tender Offer
Statement on Schedule TO and related exhibits, including the offer to
purchase, letter of transmittal and other related documents, and Sirtris
intends to file with the SEC and mail to its stockholders a Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 in connection with
the transaction. These will contain important information about GSK,
Sirtris, the transaction and other related matters. Investors and security
holders are urged to read each of these documents carefully when they are
available.
Investors and security holders will be able to obtain free copies of
the Tender Offer Statement, the Tender Offer Solicitation/Recommendation
Statement and other documents filed with the SEC by GSK and Sirtris 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 these documents
by contacting the Investor Relations departments of GSK or Sirtris.
GlaxoSmithKline Enquiries:
UK Media enquiries: Philip Thomson (020) 8047 5502
Alice Hunt (020) 8047 5502
Gwenan White (020) 8047 5502
US Media enquiries: Nancy Pekarek (215) 751 7709
Mary Anne Rhyne (919) 483 2839
European Analyst/Investor enquiries: David Mawdsley (020) 8047 5564
Sally Ferguson (020) 8047 5543
Gary Davies (020) 8047 5503
US Analyst/ Investor enquiries: Frank Murdolo (215) 751 7002
Tom Curry (215) 751 5419
Sirtris Enquiries:
Investor and Media John Lacey (617) 252 6920
(781) 354 7452
Pure Communications Andrea Johnston (910) 616 5858
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