TKT Confirms That Board of Directors Unanimously Recommends That Stockholders Approve Shire Transaction
July 14 2005 - 6:22PM
PR Newswire (US)
TKT Confirms That Board of Directors Unanimously Recommends That
Stockholders Approve Shire Transaction CAMBRIDGE, Mass., July 14
/PRNewswire-FirstCall/ -- Transkaryotic Therapies, Inc.
(NASDAQ:TKTX) today confirmed that its board of directors
unanimously recommends that stockholders vote in favor of the
proposed acquisition by Shire Pharmaceutical Group plc. at TKT's
special meeting of stockholders on Wednesday, July 27, 2005. To
dispel any uncertainty regarding its position, the board clarified
that its recommendation to stockholders to vote in favor of the
Shire transaction is unanimous. In a statement, the board said:
"The board conducted a rigorous and deliberative process in
reaching an agreement with Shire that provides full, fair and
immediate cash value to TKT stockholders. The board's objective
throughout this process has been to protect and enhance the value
of our stockholders' investment in TKT. The board firmly and
unanimously believes that this transaction is in the best interests
of stockholders and urges them to approve the transaction." On
April 21, 2005 TKT and Shire entered into an agreement under which
Shire agreed to pay $37 in cash for each share of TKT common stock,
or approximately $1.6 billion in aggregate value. Voting
Instructions If you have any questions or require assistance in
voting your shares, please call: INNISFREE M&A INCORPORATED
TOLL-FREE, at 1-877-825-8619. IMPORTANT NOTE: If you hold your
shares through a bank or broker, you may be able to vote by
telephone, or via the Internet. Please call Innisfree for
assistance. 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 Has Been 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 are able to 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 may 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 are 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 More Information Contact:
Justine E. Koenigsberg Daniella M. Lutz Senior Director, Manager,
Corporate Communications Corporate Communications (617) 349-0271
(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
Copyright
Transkaryotic Therapies (NASDAQ:TKTX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Transkaryotic Therapies (NASDAQ:TKTX)
Historical Stock Chart
From Jul 2023 to Jul 2024