GlaxoSmithKline Extends Subsequent Offering Period By One Day
February 15 2007 - 9:00AM
PR Newswire (US)
PHILADELPHIA, Feb. 15 /PRNewswire-FirstCall/ -- GlaxoSmithKline plc
(NYSE:GSK) 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 (NASDAQ:PRCS). The subsequent offering period will now
expire at 5:00 p.m., New York City time, on Thursday, February 15,
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/. 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 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. DATASOURCE: GlaxoSmithKline
plc CONTACT: US Media inquiries: Nancy Pekarek, +1-215-751-7709, or
Mary Anne Rhyne, +1-919-483-2839, or Patricia Seif,
+1-215-751-7709, or UK Media inquiries: Philip Thomson, (020) 8047
5502, or Alice Hunt, (020) 8047 5502, or Gwenan White (020) 8047
5502, or US Analyst/Investor inquiries: Frank Murdolo,
+1-215-751-7002, or Tom Curry, +1-215-751-5419, or European
Analyst/Investor inquiries: Anita Kidgell, (020) 8047 5542, or
David Mawdsley, (020) 8047 5564, or Sally Ferguson (020) 8047 5543,
all of GlaxoSmithKline Web site: http://www.gsk.com/ Company News
On-Call: http://www.prnewswire.com/comp/801350.html
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