GSK to acquire Praecis
GlaxoSmithKline PLC
21 December 2006
Issued - Thursday 21st December 2006, London, UK and Waltham, MA
GlaxoSmithKline To Acquire Praecis Pharmaceuticals
GlaxoSmithKline plc (GSK) and Praecis Pharmaceuticals Incorporated (Nasdaq:
PRCS) announced today execution of a definitive agreement providing for GSK to
acquire all outstanding shares of Praecis' common stock for a cash purchase
price of US $5.00 per share or a total of approximately $54.8 million for the
entire equity interest of Praecis.
"Praecis has created novel therapeutic programs and innovative
chemical-synthesis and screening technology that will complement our own
discovery capabilities," said Allen Oliff, Senior Vice President, Molecular
Discovery Research, GSK.
Kevin F. McLaughlin, Praecis President and Chief Executive Officer, stated, "We
are pleased to announce this transaction which culminates a process initiated
and directed by our Board to enhance and realize value for our stockholders."
The acquisition will be effected by means of a cash tender offer by a wholly
owned subsidiary of GSK for all of the outstanding shares of Praecis, at a cash
purchase price of $5.00 per share, followed by a second-step merger in which any
untendered Praecis shares would be acquired at the same price per share. The
acquisition is subject to certain conditions, including the tender of a majority
of the shares of Praecis common stock, and other customary conditions. The
transaction has been approved by GSK and by the board of directors of Praecis.
GSK and Praecis expect the tender offer to be commenced in early January 2007
and to close in the first quarter of 2007.
Canaccord Adams Inc. served as financial advisor to Praecis in this transaction.
S M Bicknell
Company Secretary
21 December 2006
About GlaxoSmithKline plc
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 www.gsk.com.
About PRAECIS
Praecis Pharmaceuticals Incorporated is a biopharmaceutical company focused on
utilizing its proprietary technologies for the discovery and development of
novel compounds that have the potential to address unmet medical needs or
improve existing therapies. Praecis has a novel MetAP-2 inhibitor, PPI-2458, in
clinical development for cancer indications, including non-Hodgkin's lymphoma
and solid tumors, an innovative drug discovery technology, DirectSelectTM, which
enables the generation and practical use of ultra-large libraries for the
discovery of orally active compounds for drug development, and a research and
development program aimed at identifying one or more selective S1P-1 agonist
compounds to advance into clinical testing.
Cautionary statement regarding forward-looking statements
Under the safe harbour provisions of the US Private Securities Litigation Reform
Act of 1995, investors are cautioned that any forward-looking statements or
projections made by GSK or Praecis, including those made in this press release,
are subject to risks and uncertainties that may cause actual results or events
to differ materially from those projected or anticipated. These statements are
based on GSK's and Praecis current expectations and beliefs. Actual results or
events could differ materially from the results or anticipated events implied by
these statements. Factors that may cause or contribute to such differences
include: the risk that the conditions to the closing of the tender offer or the
merger set forth in the merger agreement will not be satisfied; changes in both
companies' businesses during the period between now and the closing; obtaining
regulatory approvals if required for the transaction; the successful integration
of Praecis into GSK's business subsequent to the closing of the acquisition; the
ability to retain key management and technical personnel of Praecis; other risks
described in Praecis report on Form 10-Q for its fiscal quarter ended September
30, 2006 filed with the Securities and Exchange Commission (SEC) on November 9,
2006; and other factors described in GSK's Annual Report 2005 under 'Risk
Factors' in the 'Operating and Financial Review and Prospects'. Praecis and GSK
are under no obligation to (and expressly disclaim any such obligation to)
update or alter their forward-looking statements whether as a result of new
information, future events or otherwise.
The tender offer described in this announcement has not yet been commenced.
This announcement and the description contained herein is neither an offer to
purchase nor a solicitation of an offer to sell shares of Praecis. At the time
the tender offer is commenced, GSK and its wholly-owned subsidiary intend to
file a Tender Offer Statement on Schedule TO containing an offer to purchase,
forms of letters of transmittal and other documents relating to the tender
offer, and Praecis intends to file a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. GSK, its wholly owned
subsidiary and Praecis intend to mail these documents to the stockholders of
Praecis. These documents will contain important information about the tender
offer and stockholders of Praecis are urged to read them carefully when they
become available. Stockholders of Praecis will be able to obtain a free copy of
these documents (when they become available) and other documents filed by
Praecis or GSK with the SEC at the website maintained by the SEC at www.sec.gov.
In addition, stockholders will be able to obtain a free copy of these
documents (when they become available) from GSK by contacting GSK at One
Franklin Plaza (FP 2355), 200 N. 16th Street, Philadelphia, Pennsylvania 19102,
attention: Corporate Legal, or from Praecis by contacting Praecis at 830 Winter
Street, Waltham, Massachusetts 02451, attention: Investor Relations.
GlaxoSmithKline Enquiries:
UK Media enquiries: Philip Thomson (020) 8047 5502
Alice Hunt (020) 8047 5502
Gwenan White (020) 8047 5502
US Media enquiries: Nancy Pekarek (215) 751 7709
Mary Anne Rhyne (919) 483 2839
Patricia Seif (215) 751 7709
European Analyst/Investor enquiries: Anita Kidgell (020) 8047 5542
Jen Hill (215) 751 7199
David Mawdsley (020) 8047 5564
Sally Ferguson (020) 8047 5543
US Analyst/ Investor enquiries: Frank Murdolo (215) 751 7002
Tom Curry (215) 751 5419
Praecis Pharmaceuticals Incorporated Enquiries:
Vice President, Chief Financial Officer & Treasurer Edward English (781) 795 4320
ted.english@praecis.com
This information is provided by RNS
The company news service from the London Stock Exchange NRRUUAA
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