The FINANCIAL -- GlaxoSmithKline plc
announced that it has completed its acquisition of
Human Genome Sciences for US$3.6 billion on an equity
basis, or approximately US$3 billion net of cash and debt.
As GlaxoSmithKline reported, all outstanding shares of HGS were acquired for US$14.25 per share in cash.
The subsequent offering period for GSK’s tender offer for HGS shares expired at 5:00 pm, New York City time, on 2 August 2012. The depositary for the tender offer has advised GSK that approximately 174,430,970 shares were validly tendered and not withdrawn during the initial and subsequent offering periods (including shares that had been tendered by notice of guaranteed delivery and subsequently delivered), all of which have been accepted for payment and purchased. Such shares, together with shares otherwise beneficially owned by GSK, represent a total of approximately 87% of HGS’ outstanding shares.
Pursuant to the terms of the merger agreement, a wholly-owned subsidiary of GSK exercised its top-up option and, as the owner of more than 90% of the HGS outstanding common stock, subsequently completed a short-form merger with HGS. Each remaining share of HGS common stock not tendered was converted in the merger into the right to receive US$14.25 in cash, without interest and less any required withholding taxes. As a result, HGS common stock will cease to be traded on NASDAQ.
Lazard and Morgan Stanley acted as financial advisors to GSK, and Cleary Gottlieb Steen & Hamilton and Wachtell, Lipton, Rosen & Katz provided legal advice to GSK.