GlaxoSmithKline Reduces Minimum Tender Condition and Extends Tender Offer To Acquire Genelabs Technologies, Inc.
30 Diciembre 2008 - 7:50AM
PR Newswire (US)
LONDON, Dec. 30 /PRNewswire-FirstCall/ -- GlaxoSmithKline plc
(LSE/NYSE: GSK) announced today that it has reduced the minimum
tender condition and extended its previously announced tender offer
to purchase all of the outstanding shares of common stock of
Genelabs Technologies, Inc. (NASDAQ: GNLB), for $1.30 in cash per
share without interest and less any required withholding taxes. The
minimum tender condition was reduced to the number of Genelabs'
shares that when added to the maximum number of Genelabs' shares
issuable in the "top-up" option equals one share more than 90
percent of the outstanding Genelabs shares on a fully diluted
basis. Based on information provided by Genelabs, GSK estimates the
minimum tender condition to be 74.8 percent of the outstanding
Genelabs shares on a fully diluted basis. Genelabs granted Gemstone
Acquisition Corporation, a wholly-owned subsidiary of GSK, the
"top-up" option pursuant to the previously announced Agreement and
Plan of Merger, dated October 29, 2008. Following the payment for
shares tendered in the offer and, if necessary, the exercise of the
"top-up" option, and subject to customary closing conditions, GSK
expects promptly to cause the completion of a short-form merger of
Gemstone with and into Genelabs. In light of the reduction of the
minimum tender condition, Gemstone has extended the tender offer
until 12:00 midnight, New York City time, on Tuesday, January 6,
2009, unless the tender offer is further extended. The tender offer
was scheduled to expire at 5:00 p.m., New York City time, on
Monday, December 29, 2008. The depositary for the tender offer has
advised GSK that as of 5:00 p.m., New York City time, on Monday,
December 29, 2008, approximately 36,425,725 shares of Genelabs
common stock had been validly tendered and not withdrawn pursuant
to the tender offer. These shares, together with the shares
beneficially owned by GSK and its wholly-owned subsidiaries,
represent approximately 82.2 percent of the outstanding Genelabs
shares on a fully diluted basis. All other terms and conditions of
the tender offer remain the same. The terms and conditions of the
tender offer are set forth in the Offer to Purchase, dated November
12, 2008, and as subsequently amended. Questions and requests for
assistance may be directed to the Information Agent for the tender
offer, MacKenzie Partners, Inc., at (212) 929-5500 or (800)
322-2885 (toll free). 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/. Important information This press release is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Genelabs. The solicitation and the tender offer to buy
shares of Genelabs is only being made pursuant to the Offer to
Purchase and related materials that GSK, SmithKline Beecham
Corporation and Gemstone Acquisition Corporation filed with the
Securities and Exchange Commission (SEC) on November 12, 2008 and
as subsequently amended. Investors and security holders should read
these materials carefully because they contain important
information, including the terms and conditions of the tender
offer. Investors and security holders may obtain free copies of the
materials filed with the SEC by GSK and Genelabs relating to the
tender offer through the web site maintained by the SEC at
http://www.sec.gov/. In addition, investors and security holders
may obtain free copies of these materials by contacting the
Information Agent for the tender offer, MacKenzie Partners, Inc.,
at (212) 929-5500 or (800) 322-2885 (toll free) or the Investor
Relations departments of GSK or Genelabs. DATASOURCE:
GlaxoSmithKline plc CONTACT: UK Media: Philip Thomson, Alice Hunt,
or Stephen Rea, 020-8047-5502; US Media: Nancy Pekarek or Mary Anne
Rhyne, +1-919-483-2839, or Sarah Alspach, +1-215-751-7709; European
Investors: David Mawdsley, 020-8047-5564, Sally Ferguson,
020-8047-5543, or Gary Davies, 020-8047-5503; US Investors: Tom
Curry, +1-215-751-5419, or Jen Hill, +1-215-751-7002, all of
GlaxoSmithKline plc Web Site: http://www.gsk.com/
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