GlaxoSmithKline To Acquire ID Biomedical Corporation
07 Septiembre 2005 - 11:06AM
PR Newswire (US)
LONDON, UK, PHILADELPHIA, MISSISSAUGA, ON, and VANCOUVER, Sept. 7
/PRNewswire-FirstCall/ -- GlaxoSmithKline plc (NYSE:GSK) and ID
Biomedical Corporation (TSX: IDB; NASDAQ: IDBE) today announced a
definitive agreement for GSK to acquire ID Biomedical, an
integrated biotechnology company dedicated to the manufacturing and
development of innovative vaccine products, including influenza
vaccines. ID Biomedical has facilities in Canada and in the United
States. GSK's proposed acquisition of ID Biomedical reflects its
continuing commitment to address the public health need for
increased supply of influenza vaccines. ID Biomedical is currently
in the process of expanding and upgrading its Canadian
manufacturing facilities, which are expected, beginning in 2007, to
produce around 75 million doses per year of ID Biomedical's
Fluviral egg based influenza vaccine. ID Biomedical will become a
wholly-owned subsidiary of GSK. Under the terms of this agreement,
the shareholders of ID Biomedical will be entitled to receive CDN$
35 per share for a value of approximately CDN$1.7 billion (US$ 1.4
billion-GB pnds stlg 0.8 billion). This represents a premium of 13
percent over the closing price of the shares on 6 September 2005,
and a premium of 30 percent over the 20-day average share price. At
closing, GSK will also assume responsibility for ID Biomedical's
net debt which was US$77 million at June 30, 2005. In addition,
upon execution of the agreement, GSK has agreed to loan ID
Biomedical up to US$120 million to repay term debt and finance its
cash requirements to the anticipated closing date. The acquisition,
which has been approved unanimously by both GlaxoSmithKline and ID
Biomedical's Boards of Directors, is subject to the approval of ID
Biomedical's shareholders, applicable regulatory clearances and
certain other conditions. The transaction is expected to close by
the end of 2005 or early 2006. "GSK has moved quickly over the past
few months to meet the growing demand for flu vaccines worldwide
and to transform GSK into one of the leading global influenza
vaccine manufacturers," said Jean-Pierre Garnier, Chief Executive
Officer of GSK. "The proposed acquisition of ID Biomedical is a
unique strategic opportunity to increase current capacity of
classic flu vaccines, to provide us with increased capacity for
next generation flu vaccines under development and to help GSK
prepare for the threat of a flu pandemic. " "We are very pleased
with this agreement," said Anthony Holler, Chief Executive Officer
of ID Biomedical. "GSK's influenza vaccine business is
complementary to our own and with GSK's capital, technologies and
international reach, we can realize benefits that ID Biomedical
simply could not obtain on its own. This is advantageous for our
employees and shareholders." In addition to acquiring an influenza
vaccine business with sales to the Canadian public market, this
transaction would enhance GSK's vaccine presence in the US where
Fluarix, GSK's existing influenza vaccine, received FDA approval at
the end of August. ID Biomedical's Fluviral(TM) has been granted
fast track status by the US Food and Drug Administration (FDA) and
is eligible for priority review. "Combined with our recent
investment to double influenza vaccine production capacity at our
facility in Dresden, Germany, and our recent purchase of the
Marietta vaccine site in Pennsylvania, USA where we will develop
new flu vaccine production technology, the acquisition of ID
Biomedical could also represent a major step in GSK's approach
against pandemic flu threat," added Jean Stephenne, President of
GSK Biologicals, the vaccines division of GSK. "GSK is also
developing an improved flu vaccine for the elderly." Rothschild
acted as financial advisor to GSK on this transaction. UBS acted as
financial advisor to ID Biomedical on this transaction. About
Influenza Influenza is a highly contagious and potentially fatal
virus that affects millions of people each year worldwide. The flu
can reach epidemic levels and poses a threat, particularly to the
oldest and youngest members of society. Many respiratory diseases
occur every winter but influenza is one of the most severe.
Influenza affects 5 to 15 percent of the total global population
during seasonal epidemics, resulting in approximately 3 to 5
million cases of severe illness and between 250,000 to 500,000
deaths each year across the globe. The global influenza vaccine
production is around 300 million doses annually, but demand
currently exceeds supply and is expected to increase dramatically.
Recent influenza vaccine shortages have shown that the system is
vulnerable and that influenza vaccine supply needs to be secured.
GlaxoSmithKline: A World leader in Vaccines GSK is one of the
world's leading vaccine manufacturers. Belgium is the centre of all
GSK's activities in the field of vaccine research, development and
production. GSK employs more than 1,000 research scientists devoted
to discovering new vaccines and developing more cost-effective and
convenient combination products to prevent infections that cause
serious medical problems worldwide. In 2004, GSK distributed more
than 1.5 billion doses of vaccines to 168 countries in both the
developed and developing world, an average of 45 doses per second.
In the next five years, GSK hopes to launch five major new
vaccines: an HPV vaccine targeting cervical cancer, a vaccine
against rotavirus (already approved in 13 countries including
Mexico), a vaccine to prevent pneumococcal disease, an improved flu
vaccine for the elderly, and a meningitis combination vaccine for
infants in the US. The proposed acquisition would also bring other
selected candidate vaccines under development by ID Biomedical,
FluINsure(TM) (an intranasal influenza vaccine), StreptAvax(TM) (an
injectable group A Streptococcus vaccine), PGCvax(TM) (a
Streptococcus pneumonia vaccine), into GSK Biologicals vaccine
pipeline which is already extremely rich and well balanced.
GlaxoSmithKline is one of the world's leading research-based
pharmaceutical and health care companies. GlaxoSmithKline is
committed to improving the quality of human life by enabling people
to do more, feel better and live longer. For company information
visit http://www.gsk.com/. About ID Biomedical ID Biomedical is an
integrated biotechnology company dedicated to the development of
innovative vaccine products. It operates in research, development,
manufacturing, sales and marketing from its facilities in Canada
and in the United States. ID Biomedical is dedicated to becoming a
premier vaccine company with significant marketed products
worldwide and an extensive pipeline in both clinical and
preclinical development. ID Biomedical has a leading position in
the Canadian influenza market. It received a ten-year mandate from
the Government of Canada in 2001 to assure a state of readiness in
the case of an influenza pandemic and provide influenza vaccine for
all Canadians in such an event. It also currently supplies
approximately 75% of the Canadian government's influenza vaccine
purchases. For further information on ID Biomedical, please visit
the Company's website at http://www.idbiomedical.com/. Enquiries:
GSK contacts GSK Biologicals Communications Anne Walsh +32 2 656 98
31 UK Media enquiries: Philip Thomson +44 208 047 5502 David
Mawdsley +44 208 047 5502 Chris Hunter-Ward +44 208 047 5502 Alice
Hunt +44 208 047 5502 US Media enquiries: Nancy Pekarek +1 215 751
7709 Mary Anne Rhyne +1 919 483 2839 Patricia Seif +1 215 751 7709
Canada Media enquiries Alison Steeves +1 905 819 3363 European
Analyst/Investor enquiries: Duncan Learmouth +44 208 047 5540 Anita
Kidgell +44 208 047 5542 Jen Hill +44 208 047 5543 US Analyst/
Investor enquiries: Frank Murdolo +1 215 751 7002 Tom Curry +1 215
751 5419 ID Biomedical contacts Media enquiries: Michele Roy +1 450
978 6313 Investor enquiries Dean Linden +1 604 431 9314
Teleconference for ID Biomedical's investors A conference call/web
cast to be held this morning, Wednesday, September 7th at 11:30 am
Eastern. The call can be accessed by dialing 604-677-8677 or at
http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID(equal
sign)1237720 A recording of the call will be available until
September 21st by dialing 416-640-1917 and entering the code
21151447 followed by the number sign. GSK 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 affect the Group's operations are described under
'Risk Factors' in the Operating and Financial Review and Prospects
in the company's Annual Report on Form 20-F for 2004. IDB Safe
Harbour cautionary statement This news release includes
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such statements are those concerning the
contemplated transaction and strategic plans, expectations and
objectives for future operations. All statements, other than
statements of historical facts, included in this press release that
address activities, events or developments that the companies
expect, believe or anticipate will or may occur in the future are
forward-looking statements. This includes completion of the
proposed transaction, realization of expected synergies from the
transaction and other matters. These statements are based on
certain assumptions made by the companies based on their experience
and perception of historical trends, current conditions, expected
future developments and other factors they believe are appropriate
in the circumstances. Although the companies believe that their
expectations are based on reasonable assumptions, they can give no
assurance that such assumptions will materialize. Such statements
are subject to a number of assumptions, risks and uncertainties,
many of which are beyond the control of the companies. These risks
include, but are not limited to, the risks identified in our
filings with the Securities and Exchange Commission or other
securities regulatory authorities. Investors and security holders
are cautioned that any such statements are not guarantees of future
performance and that actual results or developments may differ
materially from those projected in the forward-looking statements.
The forward-looking statements made herein speak only as of the
date of this news release and we undertake no obligation to
publicly update such forward-looking statements to reflect
subsequent events or circumstances, except as required by law. The
Toronto Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release. This
release is not intended to be proxy solicitation material and it
does not constitute an offer to sell or a solicitation of an offer
to buy shares of GSK or ID Biomedical. Brand names appearing in
italics throughout this document are trade marks of GSK or
associated companies. Fluviral , FluINsure , StreptAvax and PGCvax
are trademarks of ID Biomedical. DATASOURCE: ID Biomedical
Corporation CONTACT: Enquiries: GSK contacts: GSK Biologicals
Communications: Anne Walsh, +32 2 656 98 31; UK Media enquiries:
Philip Thomson, +44 208 047 5502; David Mawdsley, +44 208 047 5502;
Chris Hunter-Ward, +44 208 047 5502; Alice Hunt, +44 208 047 5502;
US Media enquiries: Nancy Pekarek, (215) 751-7709; Mary Anne Rhyne,
(919) 483-2839; Patricia Seif, (215) 751-7709; Canada Media
enquiries: Alison Steeves, (905) 819-3363; European
Analyst/Investor enquiries: Duncan Learmouth +44 208 047 5540;
Anita Kidgell, +44 208 047 5542; Jen Hill, +44 208 047 5543; US
Analyst/Investor enquiries: Frank Murdolo, (215) 751-7002; Tom
Curry, (215) 751-5419; ID Biomedical contacts: Media enquiries:
Michele Roy, (450) 978-6313; Investor enquiries: Dean Linden, (604)
431-9314; To request a free copy of this organization's annual
report, please go to http://www.newswire.ca/ and click on
reports@cnw.
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