TKT to Hold Special Meeting of Stockholders on July 27, 2005
June 27 2005 - 2:14PM
PR Newswire (US)
TKT to Hold Special Meeting of Stockholders on July 27, 2005
CAMBRIDGE, Mass., June 27 /PRNewswire-FirstCall/ -- Transkaryotic
Therapies, Inc. (NASDAQ:TKTX) today announced its plans to hold a
special meeting of the stockholders to approve the proposed
acquisition of the company by Shire Pharmaceuticals Group plc. The
special meeting of stockholders will be held on Wednesday, July 27,
2005 at the offices of Wilmer Cutler Pickering Hale and Dorr LLP,
located at 60 State Street, Boston, Massachusetts at 9:00 a.m.
eastern time. A definitive proxy statement has been filed with the
SEC and is available at http://www.tktx.com/ within the Investor
Information section. As previously announced on April 21, 2005, TKT
and Shire signed a definitive agreement by which Shire has agreed
to acquire TKT. Under the agreement, Shire has agreed to pay $37 in
cash for each share of TKT common stock, or approximately $1.6
billion. Closing of the transaction is subject to, among other
things, approval of the stockholders of each company, and subject
to satisfaction of these conditions, the company expects the
transaction to close in the third quarter of 2005. About TKT
Transkaryotic Therapies, Inc. is a biopharmaceutical company
primarily focused on researching, developing and commercializing
treatments for rare diseases caused by protein deficiencies. Within
this focus, the company markets Replagal(TM), an enzyme replacement
therapy for Fabry disease, and is developing treatments for Hunter
syndrome and Gaucher disease. In addition to its focus on rare
diseases, TKT intends to commercialize Dynepo(TM), its Gene-
Activated(R) erythropoietin product for anemia related to kidney
disease, in the European Union. TKT was founded in 1988 and is
headquartered in Cambridge, Massachusetts, with additional
operations in Europe, Canada and South America. Additional
information about TKT is available on the company's website at
http://www.tktx.com/. Important Additional Information Will Be
Filed with the SEC This communication may be deemed to be
soliciting material in respect of the proposed transaction with
Shire. In connection with the proposed transaction with Shire, TKT
has filed with the SEC and mailed to its stockholders a definitive
proxy statement. The definitive proxy statement contains important
information about TKT, the transaction and related matters.
Investors and security holders are urged to read carefully the
definitive proxy statement. Investors and security holders may
obtain free copies of the definitive proxy statement and other
documents filed by TKT with the SEC through the web site maintained
by the SEC at http://www.sec.gov/. In addition, investors and
security holders are able to obtain free copies of the definitive
proxy statement from TKT by contacting Corporate Communications,
700 Main Street, Cambridge, Massachusetts 02139. TKT, and its
directors and executive officers, may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transactions with Shire. Information regarding TKT's directors and
executive officers is contained in TKT's Annual Report on Form 10-K
for the year ended December 31, 2004, as amended on May 2, 2005,
its Quarterly Report on Form 10- Q for the quarter ended March 31,
2005, its proxy statement for its 2004 Annual Meeting of
Stockholders dated April 27, 2004, its Current Reports on Form 8-K
dated March 30, 2005, April 15, 2005 and April 27, 2005 and its
definitive proxy statement relating to the proposed transaction
with Shire dated June 27, 2005, each of which is filed with the
SEC. As of May 16, 2005, TKT's directors and executive officers and
their affiliates, including Warburg Pincus Equity Partners, L.P.,
beneficially owned approximately 5,523,536 shares, or approximately
15.3%, of TKT's common stock. All outstanding options for TKT
common stock, whether or not vested, including those held by
current directors and executive officers, will be cashed out in the
merger based on the $37 per share purchase price. In addition,
Shire has committed to maintaining TKT's 2005 Management Bonus
Plan, in which TKT executive officers participate, in accordance
with its current terms in respect of the 2005 performance year.
Following the merger, Shire has agreed to provide certain retention
and severance benefits to TKT's employees, including its executive
officers. Additional information regarding the interests of
potential participants is included in the definitive proxy
statement related to the proposed transaction and other documents
filed by TKT with the SEC. Safe Harbor for Forward-Looking
Statements This press release contains forward-looking statements
regarding the proposed transaction between Shire and TKT, and
statements regarding the company's financial outlook, as well as
statements about future expectations, beliefs, goals, plans or
prospects, including statements containing the words "believes,"
"anticipates," "plans," "expects," "estimates," "intends,"
"should," "could," "will," "may," and similar expressions. There
are a number of important factors that could cause actual results
to differ materially from those indicated by such forward-looking
statements, including the failure of TKT and Shire to consummate
the proposed merger for any reason, including the failure of the
TKT shareholders or Shire shareholders to approve the proposed
transaction, and including other factors set forth under the
caption "Certain Factors That May Affect Future Results" in the
company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2005, which is on file with the SEC and which factors are
incorporated herein by reference. While the company may elect to
update forward-looking statements at some point in the future, the
company specifically disclaims any obligation to do so, even if its
expectations change. Gene-Activated(R) is a registered trademark
and Replagal(TM) is a trademark of Transkaryotic Therapies, Inc.
Dynepo(TM) is a trademark of Sanofi-Aventis SA. For Additional
Information Contact: Justine E. Koenigsberg Senior Director,
Corporate Communications (617) 349-0271 Daniella M. Lutz Manager,
Corporate Communications (617) 349-0205
http://www.newscom.com/cgi-bin/prnh/19990913/TKTLOGO
http://photoarchive.ap.org/ DATASOURCE: Transkaryotic Therapies,
Inc. CONTACT: Justine E. Koenigsberg, Senior Director, Corporate
Communications, +1-617-349-0271, Daniella M. Lutz, Manager,
Corporate Communications, +1-617-349-0205 Web site:
http://www.tktx.com/ Company News On-Call:
http://www.prnewswire.com/comp/120657.html
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