GlaxoSmithKline PLC GSK completes major three-part transaction (1799G)
March 02 2015 - 2:00AM
UK Regulatory
TIDMGSK
RNS Number : 1799G
GlaxoSmithKline PLC
02 March 2015
Issued: 2 March 2015, London UK - LSE Announcement
GSK completes major three-part transaction with Novartis
GBP4 billion to be returned to shareholders
Q1 Results & Investor Meeting to be held on 6 May 2015
GlaxoSmithKline plc (LSE/NYSE: GSK) announces that its
three-part transaction with Novartis has completed today. As a
result of this transaction, GSK has acquired Novartis's global
Vaccines business (excluding influenza vaccines) for an initial
cash consideration of $5.25 billion; has created a new
world-leading Consumer Healthcare joint venture with Novartis in
which GSK will have majority control and an equity interest of
63.5%; and has divested its Oncology business for an aggregate cash
consideration of $16 billion.
The net after tax proceeds of the transaction received by GSK
today are estimated to be $7.8 billion. This reflects the full
consideration of $16 billion paid today by Novartis for GSK's
Oncology portfolio and related assets. Under the terms of the
transaction, up to $1.5 billion of that purchase price may have to
be returned to Novartis if certain conditions relating to the
COMBI-d Trial are not met. Following the positive results from this
study announced on 6 February 2015, GSK believes these conditions
will be satisfied.
As a result, following today's completion, GSK plans to use the
transaction proceeds to fund the full amount of the previously
announced capital return of GBP4 billion to shareholders. Subject
to shareholder approval, the capital return is expected to be
implemented through a B share scheme, which will provide capital
treatment for all UK tax-resident shareholders. Further details on
the capital return will be sent to shareholders in due course.
In light of the timing of closing the transaction, the Company
intends to report its first quarter results for 2015 and hold an
Investor Meeting on 6 May 2015, at which it will provide 2015
earnings guidance and profile the medium and long-term shape and
opportunities for the enlarged Group.
Sir Andrew Witty, CEO, GSK said: "Completion of this transaction
represents a major step forward in the Group's strategy to create a
stronger and more balanced set of businesses across
Pharmaceuticals, Consumer Healthcare and Vaccines. We will now be
focused on rapidly implementing our integration plans to realise
the growth and synergy opportunities we see in the new Consumer
Healthcare and Vaccines businesses. We look forward to sharing more
details of this with our shareholders on 6 May."
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 further information please visit www.gsk.com.
GSK enquiries:
UK Media enquiries: David Mawdsley +44 (0) 20 8047 (London)
5502
Simon Steel +44 (0) 20 8047 (London)
5502
Sarah Spencer +44 (0) 20 8047 (London)
5502
US Media enquiries: Stephen Rea +1 215 751 4394 (Philadelphia)
Sarah Alspach +1 202 715 1048 (Washington,
DC)
Mary Anne Rhyne +1 919 483 0492 (North Carolina)
Analyst/Investor Ziba Shamsi +44 (0) 20 8047 (London)
enquiries: 5543
Tom Curry + 1 215 751 5419 (Philadelphia)
Gary Davies +44 (0) 20 8047 (London)
5503
James Dodwell +44 (0) 20 8047 (London)
2406
Jeff McLaughlin +1 215 751 7002 (Philadelphia)
Additional information
Whilst completion of the transaction with Novartis has taken
place today, there are certain jurisdictions in which the transfer
of relevant assets to or by GSK will only take place following
receipt of additional market-specific approvals or other matters
relevant to those jurisdictions. The arrangements in relation to
these jurisdictions are considered immaterial in the context of the
transaction.
Terms defined in GSK's shareholder circular of 20 November 2014
have the same meaning where used in this announcement.
Information regarding forward-looking statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "plans", "projects",
"anticipates", "expects", "intends", "may", "will", or "should"
or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking statements
include all matters that are not historical facts. They appear
in a number of places throughout this announcement and include,
but are not limited to, statements regarding GSK's intentions,
beliefs or current expectations concerning, among other things,
GSK's business, results of operations, financial position, prospects,
growth, strategies and the industry in which it operates as
well as those of the Novartis businesses that are the subject
of the transaction. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances. Forward-looking statements are not guarantees
of future performance and the actual results of GSK's operations
and financial position, and the development of the markets and
the industry in which GSK operates, may differ materially from
those described in, or suggested by, the forward-looking statements
contained in this announcement. The same applies in respect
of the Novartis Businesses that are the subject of the transaction.
In addition, even if the results of operations, financial position
and the development of the markets and the industry in which
GSK operates are consistent with the forward-looking statements
contained in this announcement, those results or developments
may not be indicative of results or developments in subsequent
periods. A number of factors could cause results and developments
to differ materially from those expressed or implied by the
forward-looking statements including, without limitation, general
economic and business conditions, industry trends, competition,
changes in regulation, currency fluctuations, changes in its
business strategy, political and economic uncertainty and other
factors discussed in this announcement.
Forward-looking statements may, and often do, differ materially
from actual results. Any forward-looking statements in this
announcement speak only as of their respective dates, reflect
GSK's current view with respect to future events and are subject
to risks relating to future events and other risks, uncertainties
and assumptions relating to GSK's operations, results of operations
and growth strategy. You should specifically consider the factors
identified in this document, in addition to the risk factors
that may affect GSK's operations which are described under "Risk
Factors" in the Company's 2014 Annual Report on Form 20-F, which
could cause actual results to differ before making any decision
in relation to the Transaction as well as those of the Novartis
businesses that are the subject of the transaction. Subject
to the requirements of the FCA, the London Stock Exchange, the
Listing Rules and the Disclosure and Transparency Rules (and/or
any regulatory requirements) or applicable law, GSK explicitly
disclaims any obligation or undertaking publicly to release
the result of any revisions to any forward-looking statements
in this announcement that may occur due to any change in GSK's
expectations or to reflect events or circumstances after the
date of this announcement.
Registered in England & Wales:
No. 3888792
Registered Office:
980 Great West Road
Brentford, Middlesex
TW8 9GS
This information is provided by RNS
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