- Amended Statement of Ownership: Solicitation (SC 14D9/A)
07 Enero 2009 - 12:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENELABS TECHNOLOGIES, INC.
(Name of Subject Company)
GENELABS TECHNOLOGIES, INC.
(Name of Person(s) Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
368706206
(CUSIP Number of Common Stock)
Frederick W. Driscoll
President and Chief Executive Officer
(Principal Executive Officer)
505 Penobscot Drive
Redwood City, California 94063
(650) 369-9500
(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Jonathan L. Kravetz, Esq.
Megan N. Gates, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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TABLE OF CONTENTS
This Amendment No. 1 to Schedule 14D-9 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the Schedule 14D-9) initially filed by
Genelabs Technologies, Inc., a California corporation (Genelabs or the Company), with the
Securities and Exchange Commission (the SEC) on November 12, 2008, relating to the tender offer
commenced by Gemstone Acquisition Corporation, a California corporation (Purchaser) and
wholly-owned subsidiary of SmithKline Beecham Corporation, a Pennsylvania corporation (SKB) and a
wholly-owned subsidiary of GlaxoSmithKline plc, a public limited company organized under the laws
of England and Wales (GSK) to purchase all outstanding shares of common stock, no par value per
share (the Shares), of Genelabs at a price of $1.30 per Share, net to the seller in cash, without
interest thereon and less any required withholding taxes, upon the terms and conditions set forth
in the Offer to Purchase dated November 12, 2008 and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the Offer) contained
in the Schedule TO filed with the SEC on November 12, 2008, as amended (the Schedule TO). Except
as otherwise indicated herein, the information set forth in the Schedule 14D-9 remains unchanged.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule
14D-9.
The information in the Schedule 14D-9 is incorporated in this Amendment by reference, except
that such information is hereby amended and supplemented to the extent specifically provided
herein.
Items 1- 8.
The Schedule 14D-9 is hereby amended and supplemented by adding the following:
The tender offer expired at 12:00 midnight, New York City time, on Tuesday, January 6, 2009.
The depository for the Offer has advised GSK and Genelabs that shareholders of Genelabs have
tendered and not withdrawn a total of approximately 39,250,243 Shares. These Shares, together with the
Shares beneficially owned by GSK and its wholly-owned subsidiaries, represent approximately 88.55
percent of the outstanding Shares on a fully diluted basis. Purchaser has accepted for payment all
Shares tendered in the Offer.
In accordance with the Merger Agreement, Purchaser exercised its Top-Up Option. The exercise
of the Top-Up Option allowed Purchaser to increase its share ownership percentage of Genelabs
through the purchase of newly-issued Shares at the tender offer price. As a result, Purchaser owns
more than 90% of the outstanding Shares and intends to effect a short-form merger as promptly as
practicable, without the need for a meeting of Genelabs shareholders. In the Merger, Purchaser
will acquire all other Shares (other than those as to which holders properly exercise dissenters
rights) at the same $1.30 per share price, without interest and less any required withholding
taxes, that was paid in the Offer. As a result of the Merger, Genelabs will become a wholly-owned
subsidiary of GSK and Genelabs shares will cease to be traded on The NASDAQ Capital Market.
The full text of the press release issued by GSK announcing the expiration of the Offer is
filed as Exhibit (a)(1)(M) to Amendment No. 6 to the Schedule TO, filed with the SEC on January 7,
2009 on behalf of Purchaser, SKB and GSK.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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Dated: January 7, 2009
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GENELABS TECHNOLOGIES, INC.
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By:
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/s/ Frederick W. Driscoll
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Frederick W. Driscoll
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President and Chief Executive Officer
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