TIDMGSK
RNS Number : 7937N
GlaxoSmithKline PLC
22 January 2019
Issued: 22 January 2019, London UK - LSE Announcement
GSK completes acquisition of TESARO, an oncology focused
biopharmaceutical company
GlaxoSmithKline plc (LSE/NYSE: GSK) today announced that it has
successfully completed the acquisition of TESARO, Inc. an
oncology-focused company based in Waltham, Massachusetts, for an
aggregate cash consideration of approximately $5.1 billion (GBP4.0
billion). The transaction, which was announced on 3 December 2018,
significantly strengthens GSK's pharmaceutical business,
accelerating the build of GSK's pipeline and commercial capability
in oncology.
TESARO is a commercial-stage biopharmaceutical company, with a
major marketed product, Zejula (niraparib), an oral poly ADP ribose
polymerase (PARP) inhibitor currently approved for use in ovarian
cancer. PARP inhibitors are transforming the treatment of ovarian
cancer, notably demonstrating marked clinical benefit in patients
with and without germline mutations in a BRCA gene (gBRCA). Zejula
is currently approved in the US and Europe as a treatment for adult
patients with recurrent ovarian cancer who are in response to
platinum-based chemotherapy, regardless of BRCA mutation or
biomarker status.
Clinical trials to assess the use of Zejula in "all-comers"
patient populations, as a monotherapy and in combinations, for the
significantly larger opportunity of first line maintenance
treatment of ovarian cancer are also underway. These ongoing trials
are evaluating the potential benefit of Zejula in patients who
carry gBRCA mutations as well as the larger population of patients
without gBRCA mutations whose tumours are HRD-positive and
HRD-negative. Results from the first of these studies, PRIMA, are
expected to be available in the second half of 2019.
GSK also believes PARP inhibitors offer significant
opportunities for use in the treatment of multiple cancer types. In
addition to ovarian cancer, Zejula is currently being investigated
for use as a possible treatment in lung, breast and prostate
cancer, both as a monotherapy and in combination with other
medicines, including with TESARO's own anti-PD-1 antibody
(dostarlimab, formerly known as TSR-042).
In addition to Zejula and dostarlimab, TESARO has several
oncology assets in its pipeline including antibodies directed
against TIM-3 and LAG-3 targets.
Dr Hal Barron, Chief Scientific Officer and President, R&D,
GSK, said: "Both GSK and TESARO are driven by a focus on patients
and a deep desire to develop truly transformational medicines that
can improve and extend their lives. The acquisition of TESARO,
which we have completed today, significantly strengthens our
oncology pipeline and brings new scientific capabilities and
expertise that will increase the pace and scale at which we can
help patients living with cancer."
Dr Mary Lynne Hedley, President and Chief Operating Officer,
TESARO, said: "This new partnership between TESARO and GSK marks an
important milestone in advancing our mission of developing
transformative therapies for individuals living with cancer.
Together with GSK, we can accelerate and further advance TESARO's
development and commercialization initiatives and, ultimately
provide more time for more patients."
Additional information
GlaxoSmithKline plc (LSE/NYSE: GSK) today announced the
completion of the cash tender offer by its indirect wholly-owned
subsidiary Adriatic Acquisition Corporation ("AAC") to purchase all
of the issued and outstanding shares (each a "Share" and
collectively, "Shares") of common stock of TESARO, Inc. (NASDAQ:
TSRO) ("TESARO") for a price of $75.00 per Share net to the holder
in cash, without interest, subject to any withholding of taxes
required by applicable law. The tender offer expired at 6:00 P.M.,
Eastern time, on January 18, 2019.
Computershare Trust Company, N.A., as the depositary for the
tender offer, has advised that, as of the expiration of the tender
offer, 50,118,797 Shares were tendered pursuant to the tender
offer, representing approximately 82.8% of the issued and
outstanding Shares as calculated in accordance with the Agreement
and Plan of Merger, dated December 3, 2018 (the "Merger
Agreement"), among GSK, AAC and TESARO. The condition to the tender
offer that at least one share more than 50% of the Shares (as
calculated pursuant to the Merger Agreement) be validly tendered
and not validly withdrawn and all other conditions to the tender
offer has been satisfied. Accordingly, AAC has accepted for payment
and has paid the depositary for all validly tendered Shares.
GSK completed the acquisition of TESARO today through a merger
under Section 251(h) of the General Corporation Law of the State of
Delaware (the "DGCL"). Each Share issued and outstanding
immediately prior to the effective time of the merger (other than
Shares (i) held in the treasury of TESARO or owned by GSK, AAC or
TESARO, or any direct or indirect wholly-owned subsidiary thereof,
immediately prior to the effective time of the merger or (ii) held
by a holder who is entitled to demand and has properly demanded
appraisal of such Shares in accordance with Section 262 of the
DGCL) was converted into the right to receive $75.00 per Share,
payable net to the holder in cash, without interest, subject to any
withholding of taxes required by applicable law. As a consequence
of the Merger, the Shares are no longer listed on NASDAQ and will
no longer be registered under the Exchange Act.
Important Notices
This communication is for informational purposes only and is
neither a recommendation, an offer to purchase nor a solicitation
of an offer to sell securities. On December 14, 2018, GSK,
GlaxoSmithKline LLC and AAC filed with the SEC a tender offer
statement on Schedule TO regarding the tender offer described in
this communication. The tender offer statement and other documents
filed by GSK and TESARO with the SEC are available for free at the
SEC's website at www.sec.gov.
This release is not intended for distribution to, or use by, any
person or entity in any jurisdiction or country where such
distribution or use would be contrary to local law or regulation.
This release has been prepared by GSK. No representation or
warranty (express or implied) of any nature is given, nor is any
responsibility or liability of any kind accepted, with respect to
the truthfulness, completeness or accuracy of any information,
projection, statement or omission in this release. This release
does not constitute, nor does it form part of, any offer or
invitation to buy, sell, exchange or otherwise dispose of, or any
issuance, or any solicitation of any offer to sell or issue,
exchange or otherwise dispose of any securities. This release does
not constitute investment, legal, tax, accountancy or other advice
or a recommendation with respect to such securities, nor does it
constitute the solicitation of any vote or approval in any
jurisdiction. There shall not be any offer or sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
applicable securities laws of any such jurisdiction (or under
exemption from such requirements).
About Zejula (niraparib)
Zejula (niraparib) is a poly (ADP-ribose) polymerase (PARP)
inhibitor indicated for the maintenance treatment of adult patients
with recurrent epithelial ovarian, fallopian tube, or primary
peritoneal cancer who are in a complete or partial response to
platinum-based chemotherapy. In preclinical studies, Zejula
concentrates in the tumour relative to plasma, delivering greater
than 90% durable inhibition of PARP 1/2 and a persistent antitumour
effect. Myelodysplastic Syndrome/Acute Myeloid Leukemia (MDS/AML),
including some fatal cases, was reported in patients treated with
Zejula. Discontinue Zejula if MDS/AML is confirmed. Hematologic
adverse reactions (thrombocytopenia, anemia and neutropenia), as
well as cardiovascular effects (hypertension and hypertensive
crisis) have been reported in patients treated with Zejula. Monitor
complete blood counts to detect hematologic adverse reactions, as
well as to detect cardiovascular disorders, during treatment.
Zejula can cause fetal harm and females of reproductive potential
should use effective contraception. Please see full prescribing
information, including additional important safety information,
available at www.zejula.com.
About GSK
GSK is a science-led global healthcare company with a special
purpose: to help people do more, feel better, live longer. For
further information please visit www.gsk.com.
GSK enquiries:
UK Media enquiries: Simon Steel +44 (0) 20 8047 (London)
5502
Tim Foley +44 (0) 20 8047 (London)
5502
US Media enquiries: Sarah Spencer +1 215 751 3335 (Philadelphia)
Mary Anne Rhyne +1 919 483 0492 (North Carolina)
Analyst/Investor Sarah Elton-Farr +44 (0) 208 047 (London)
enquiries: 5194
Danielle Smith +44 (0) 20 8047 (London)
7562
James Dodwell +44 (0) 20 8047 (London)
2406
Mel Foster-Hawes +44 (0) 20 8047 (London)
0674
Jeff McLaughlin +1 215 751 7002 (Philadelphia)
Cautionary statements regarding forward-looking statements
GSK cautions investors that any forward-looking statements
or projections made by GSK, including those made in this announcement,
are subject to risks and uncertainties that may cause actual
results to differ materially from those projected. Such factors
include, but are not limited to, those described under Item
3.D Principal risks and uncertainties in the company's Annual
Report on Form 20-F for 2017.
Registered in England & Wales:
No. 3888792
Registered Office:
980 Great West Road
Brentford, Middlesex
TW8 9GS
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END
ACQLLFEVLFIFFIA
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January 22, 2019 08:56 ET (13:56 GMT)
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