TIDMGSK
RNS Number : 5669K
GlaxoSmithKline PLC
14 December 2018
14 December 2018, London, UK - LSE Announcement
GlaxoSmithKline Commences Tender Offer for TESARO, Inc.
LONDON, UK and BOSTON, MA-December 14, 2018-GlaxoSmithKline plc
(LSE/NYSE: GSK) ("GSK") today announced that it is commencing a
cash tender offer for all of the issued and outstanding shares of
common stock of TESARO, Inc. (NASDAQ: TRSO) ("TESARO") for a price
of $75.00 per share. The tender offer is being made pursuant to an
Offer to Purchase, dated December 14, 2018, and in connection with
the previously announced Agreement and Plan of Merger, dated
December 3, 2018, among GSK, Adriatic Acquisition Corporation, an
indirect wholly-owned subsidiary of GSK ("AAC") and TESARO (the
"Merger Agreement").
The tender offer commenced on December 14, 2018 and will expire
at one minute past 11:59 P.M., Eastern Time, on January 14, 2019
(the "Expiration Date"), unless otherwise extended or terminated.
Any extensions of the tender offer will be followed as promptly as
practicable by public announcement thereof, and such announcement
will be made no later than 9:00 A.M., Eastern Time, on the next
business day after the previously scheduled Expiration Date.
GSK, GlaxoSmithKline LLC ("GSK LLC") and AAC have filed a tender
offer statement on Schedule TO with the United States Securities
and Exchange Commission (the "SEC"). The Offer to Purchase
contained within the Schedule TO sets out the terms and conditions
of the tender offer.
TESARO will file a Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") with the SEC, which includes,
among other things, the recommendation of TESARO's board of
directors that TESARO stockholders tender all of their shares in
the tender offer.
As soon as practicable following the completion of the tender
offer, AAC will acquire all remaining TESARO shares through a
merger at the tender offer price.
The tender offer and the merger are subject to customary closing
conditions, including (i) the tender by TESARO stockholders of at
least one share more than 50% of the issued and outstanding shares
of TESARO (as calculated pursuant to the terms of the Merger
Agreement) and (ii) required regulatory approvals, including the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, having expired or been terminated. The
tender offer is subject to other important conditions set forth in
the Offer to Purchase.
Concurrently with entering into the Merger Agreement, GSK and
AAC entered into Tender and Support Agreements with each of Mary
Lynne Hedley, Ph.D., New 15 Opportunity Fund, L.P., Leon O.
Moulder, Jr., KPCB Holdings, Inc. and New Enterprise Associates 13,
L.P. (collectively, the "Supporting Stockholders"), pursuant to
which such Supporting Stockholders agreed to tender their shares
into the tender offer. As of December 10, 2018, the Supporting
Stockholders collectively, directly and indirectly own
approximately 25.7% of all issued and outstanding shares of
TESARO.
The Information Agent for the tender offer is Innisfree M&A
Incorporated. The Depositary and Paying Agent for the tender offer
is Computershare Trust Company, N.A. The Dealer Managers for the
tender offer are PJT Partners LP and Merrill Lynch, Pierce Fenner
& Smith Incorporated. For all questions relating to the tender
offer, please call the Information Agent, Innisfree M&A
Incorporated toll-free at (888) 750-5834; banks and brokers may
call collect at (212) 750-5833 or either Dealer Manager, PJT
Partners LP at (212) 364-7800 or Merrill Lynch, Pierce Fenner &
Smith Incorporated toll-free at (888) 803-9655.
Important Notices
This communication is for informational purposes only and is
neither a recommendation, an offer to purchase nor a solicitation
of an offer to sell securities. On December 14, 2018, GSK, GSK LLC
and AAC filed with the SEC a tender offer statement on Schedule TO
regarding the tender offer described in this communication. Holders
of shares of common stock of TESARO are urged to read the tender
offer statement (as it may be updated and amended from time to
time) and the Schedule 14D-9 filed by TESARO as they contain
important information that holders of shares of common stock of
TESARO should consider before making any decision regarding
tendering their shares. These materials will be made available to
TESARO's stockholders at no expense to them by Innisfree M&A
Incorporated, the Information Agent, for the tender offer. In
addition, the tender offer statement and other documents filed by
GSK and TESARO with the SEC are available for free at the SEC's
website at www.sec.gov.
This release is not intended for distribution to, or use by, any
person or entity in any jurisdiction or country where such
distribution or use would be contrary to local law or regulation.
This release has been prepared by GSK. No representation or
warranty (express or implied) of any nature is given, nor is any
responsibility or liability of any kind accepted, with respect to
the truthfulness, completeness or accuracy of any information,
projection, statement or omission in this release. This release
does not constitute, nor does it form part of, any offer or
invitation to buy, sell, exchange or otherwise dispose of, or any
issuance, or any solicitation of any offer to sell or issue,
exchange or otherwise dispose of any securities. This release does
not constitute investment, legal, tax, accountancy or other advice
or a recommendation with respect to such securities, nor does it
constitute the solicitation of any vote or approval in any
jurisdiction. There shall not be any offer or sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
applicable securities laws of any such jurisdiction (or under
exemption from such requirements).
In any jurisdiction in which the blue sky or other laws require
the tender offer to be made by a licensed broker or dealer, the
tender offer will be deemed to be made on behalf of GSK by either
Dealer Manager, PJT Partners LP or Merrill Lynch, Pierce Fenner
& Smith Incorporated, or one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
Forward-looking Statements
GSK cautions investors that any forward-looking statements or
projections made by GSK, including those made in this press
announcement, are subject to risks and uncertainties that may cause
actual results to differ materially from those projected. Such
factors include, but are not limited to, those described under Item
3.D Principal risks and uncertainties in GSK's Annual Report on
Form 20-F for 2017. GSK is providing the information in this
announcement as of this date and does not undertake any obligation
to update any forward-looking statements as a result of new
information, future events or otherwise.
About GSK
GSK is a science-led global healthcare company with a special
purpose: to help people do more, feel better, live longer. For
further information please visit www.gsk.com.
GSK enquiries:
UK Media enquiries: Simon Steel +44 (0) 20 8047 (London)
5502
Tim Foley +44 (0) 20 8047 (London)
5502
US Media enquiries: Sarah Spencer +1 215 751 3335 (Philadelphia)
Mary Anne Rhyne +1 919 483 0492 (North Carolina)
Analyst/Investor Sarah Elton-Farr +44 (0) 208 047
enquiries: 5194 (London)
Danielle Smith +44 (0) 20 8047 (London)
7562
James Dodwell +44 (0) 20 8047 (London)
2406
Mel Foster-Hawes +44 (0) 20 8047 (London)
0674
Jeff McLaughlin +1 215 751 7002 (Philadelphia)
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENFFIFDLFASEFE
(END) Dow Jones Newswires
December 14, 2018 08:35 ET (13:35 GMT)
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