GlaxoSmithKline Extends Subsequent Offering Period By One Day
PHILADELPHIA, Feb. 15 /PRNewswire-FirstCall/ -- GlaxoSmithKline plc today announced that it is extending the subsequent offering period for the cash tender offer by its wholly-owned subsidiary Pilgrim Acquisition Corporation (PAC) to purchase all outstanding shares of common stock (including the associated preferred stock purchase rights) of PRAECIS PHARMACEUTICALS INCORPORATED .
The subsequent offering period will now expire at 5:00 p.m., New York City time, on Thursday, February 15, 2007, 2007 and will not be further extended. The subsequent offering period was previously scheduled to expire at 5:00 p.m. on February 14, 2007.
The depositary for the tender offer has advised GSK and PAC that stockholders of PRAECIS have now tendered a total of approximately 9,229,724 shares of PRAECIS common stock, representing approximately 85.89% of the common stock outstanding. PAC has accepted for payment all shares tendered in the offer.
As promptly as practicable after expiration of the subsequent offering period, as extended, GSK expects to effect a merger of PAC with and into PRAECIS. The extension of the subsequent offering period will permit all stockholders who have not yet tendered to obtain the $5.00 per share offer price for their shares prior to consummation of the second-step merger.
If, as a result of additional shares tendered and purchased in the subsequent offering period or otherwise, PAC becomes the owner of at least 90% of the outstanding PRAECIS shares, PAC will be able to effect the merger without the need for a meeting of PRAECIS stockholders. PRAECIS stockholders who continue to hold their shares at the time of the merger and fulfill certain other requirements of Delaware law will have appraisal rights in connection with the merger.
The same $5.00 per share price offered in the prior offering period will be paid during the subsequent offering period. All shares validly tendered during this subsequent offering period will be immediately accepted and payment will be made promptly after acceptance, in accordance with the terms of the offer. Procedures for tendering shares during the subsequent offering period are the same as during the initial offering period with two exceptions: (1) shares cannot be delivered by the guaranteed delivery procedure, and (2) pursuant to Rule 14d-7(a)(2) promulgated under the Securities Exchange Act of 1934, as amended, shares tendered during the subsequent offering period may not be withdrawn.
About GlaxoSmithKline plc
GlaxoSmithKline plc - 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.
PRAECIS PHARMACEUTICALS INCORPORATED is a biopharmaceutical company focused on utilizing its proprietary technologies for the discovery and development of novel compounds that have the potential to address unmet medical needs or improve existing therapies. PRAECIS has a novel MetAP-2 inhibitor, PPI-2458, in clinical development for cancer indications, including non-Hodgkin's lymphoma and solid tumors, an innovative drug discovery technology, DirectSelect(TM), which enables the generation and practical use of ultra-large libraries for the discovery of orally active compounds for drug development, and a research and development program aimed at identifying one or more selective S1P-1 agonist compounds to advance into clinical testing.
Cautionary statement regarding forward-looking statements
Under the safe harbor provisions of the US Private Securities Litigation Reform Act 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 cause or contribute to such differences include the risk that the conditions to the closing of the tender offer or the merger set forth in the merger agreement will not be satisfied; changes in GSK's and PRAECIS' businesses during the period between now and the closing; obtaining regulatory approvals if required for the transaction; the successful integration of PRAECIS into GSK's business subsequent to the closing of the acquisition; the ability to retain key management and technical personnel of PRAECIS; and other factors described in GSK's Annual Report 2005 under 'Risk Factors' in the 'Operating and Financial Review and Prospects'. GSK is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of PRAECIS. GSK and Pilgrim Acquisition Corporation have filed with the Securities and Exchange Commission a tender offer statement on Schedule TO, and have mailed an offer to purchase, forms of letter of transmittal and related documents to PRAECIS stockholders. PRAECIS has filed with the Securities and Exchange Commission, and has mailed to PRAECIS stockholders, a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. These documents contain important information about the tender offer and stockholders of PRAECIS are urged to read them carefully. Stockholders of PRAECIS may obtain a free copy of these documents and other documents filed by PRAECIS or GSK with the Securities and Exchange Commission at the website maintained by the Securities and Exchange Commission at http://www.sec.gov or by contacting the information agent for the tender offer, The Proxy Advisory Group, LLC, at (212) 605-0510 or (800) 440-7435 (toll free). In addition, stockholders may obtain a free copy of these documents from GSK by contacting GSK at One Franklin Plaza (FP 2355), 200 N. 16th Street, Philadelphia, Pennsylvania 19102, attention: Corporate Legal, or from PRAECIS by contacting PRAECIS at 830 Winter Street, Waltham, Massachusetts 02451, attention: Investor Relations.
CONTACT: US Media inquiries: Nancy Pekarek, +1-215-751-7709, or Mary AnneRhyne, +1-919-483-2839, or Patricia Seif, +1-215-751-7709, or UK Mediainquiries: Philip Thomson, (020) 8047 5502, or Alice Hunt, (020) 8047 5502,or Gwenan White (020) 8047 5502, or US Analyst/Investor inquiries: FrankMurdolo, +1-215-751-7002, or Tom Curry, +1-215-751-5419, or EuropeanAnalyst/Investor inquiries: Anita Kidgell, (020) 8047 5542, or DavidMawdsley, (020) 8047 5564, or Sally Ferguson (020) 8047 5543, all ofGlaxoSmithKline
Web site: http://www.gsk.com/
Company News On-Call: http://www.prnewswire.com/comp/801350.html/
Ticker Symbol: (NYSE:GSK),(NASDAQ-NMS:PRCS)
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Posted: February 2007
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