GlaxoSmithKline Accepts Shares in Tender Offer for Shares of PRAECIS PHARMACEUTICALS and Commences Subsequent Offering Period
February 07 2007 - 9:11AM
PR Newswire (US)
PHILADELPHIA and LONDON, Feb. 7 /PRNewswire-FirstCall/ --
GlaxoSmithKline plc (NYSE:GSK) announced today the expiration of
the initial offering period of the tender offer by its wholly owned
subsidiary Pilgrim Acquisition Corporation (PAC) for all
outstanding shares of common stock (including the associated
preferred stock purchase rights) of PRAECIS PHARMACEUTICALS
INCORPORATED (NASDAQ:PRCS). The initial offering period expired, as
scheduled, at 12:00 midnight, New York City time, on Tuesday,
February 6, 2007. The depositary for the offer has advised GSK and
PAC that, as of the expiration of the initial offering period, a
total of approximately 8,438,685 PRAECIS shares were validly
tendered to PAC and not withdrawn (including approximately 182,914
shares delivered through notices of guaranteed delivery),
representing approximately 78.53% of the outstanding common stock
of PRAECIS. These shares include 102,538 shares tendered by two
wholly owned subsidiaries of GSK. PAC has accepted for payment all
PRAECIS shares that were validly tendered during the initial
offering period. GSK also announced that PAC has commenced a
subsequent offering period for all remaining shares of PRAECIS
common stock, to permit stockholders who have not yet tendered
their shares the opportunity to do so. This subsequent offering
period will expire at 5:00 p.m., New York City time, on Wednesday,
February 14, 2007, unless further extended. Any such extension will
be followed by a public announcement no later than 9:00 a.m., New
York City time, on the next business day after the subsequent
offering period was scheduled to expire. 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may not be withdrawn. Pursuant to the terms of the previously
announced merger agreement, GSK expects to effect a merger of PAC
with and into PRAECIS. In the merger, PAC will acquire all other
PRAECIS shares (other than those as to which holders properly
exercise appraisal rights) at the same $5.00 per share price,
without interest and less any required withholding taxes, that was
paid in the tender offer. As a result of the merger, PRAECIS will
become a wholly owned subsidiary of GSK. GSK intends to complete
the merger as soon as practicable. 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. 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/. About PRAECIS 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 harbour provisions of the US Private Securities
Litigation Reform Act of 1995, investors are cautioned that any
forward-looking statements or projections made by GSK, including
those made in this press release, are subject to risks and
uncertainties that may cause actual results or events to differ
materially from those projected or anticipated. These statements
are based on GSK's current expectations and beliefs. Actual results
or events could differ materially from the results or anticipated
events implied by these statements. 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 both companies'
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 PAC 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 (and any future amendments may 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. DATASOURCE: GlaxoSmithKline
plc CONTACT: GSK Inquiries: US Media inquiries: Nancy Pekarek,
+1-215-751-7709, Mary Anne Rhyne, +1-919-483-2839, or Patty Seif,
+1-215-751-7709; UK Media inquiries: Phil Thomson, Alice Hunt, or
Gwenan White, (020) 8047 5502; US Analyst/Investor inquiries: Frank
Murdolo, +1-215-751-7002, or Tom Curry, +1-215-751-5419; European
Analyst/Investor inquiries: Anita Kidgell, (020) 8047 5542, Jen
Hill, (020) 8047 5543, or David Mawdsley, (020) 8047 5564, all of
GlaxoSmithKline Web site: http://www.gsk.com/ Company News On-Call:
http://www.prnewswire.com/comp/801350.html
Copyright
Praecis (NASDAQ:PRCS)
Historical Stock Chart
From Jul 2024 to Aug 2024
Praecis (NASDAQ:PRCS)
Historical Stock Chart
From Aug 2023 to Aug 2024