23rd Apr 2008 07:00
GlaxoSmithKline PLC22 April 2008 Issued - Tuesday 22 April 2008, London, UK, Philadelphia PA, Cambridge, MA GlaxoSmithKline To Acquire Sirtris Pharmaceuticals, A World Leader In 'Sirtuin'Research and Development GlaxoSmithKline (GSK) and Sirtris Pharmaceuticals Incorporated (Nasdaq: SIRT)announced today that they have entered into a definitive agreement pursuant towhich GlaxoSmithKline will acquire Sirtris Pharmaceuticals for approximatelyUSD720 million (or approx. GBP362 million) through a cash tender offer ofUSD22.50 (or approx. GBP11.33) per share. Through the acquisition of Sirtris, GSK will significantly enhance itsmetabolic, neurology, immunology and inflammation research efforts byestablishing a presence in the field of sirtuins, a recently-discovered class ofenzymes that are believed to be involved in the ageing process. SirtrisPharmaceuticals has established a drug discovery capability to exploit sirtuinmodulation for the treatment of human disease, an approach that has thepotential to generate multiple clinically and commercially important products.Their focus to date has been on the development of SIRT1 activators for thetreatment of Type 2 Diabetes Mellitus (T2DM). "Modulation of this family of enzymes is a potentially transformative sciencethat could address diseases associated with metabolism and ageing such asdiabetes, muscle wasting, and neurodegeneration," commented Moncef Slaoui,Chairman GSK R&D. "This acquisition continues GSK's strategy of pursuing thebest new science, externally or internally, to bring new medicines to patientsand value to the GSK pipeline. Our intent is to retain all Sirtris employeesand continue the entrepreneurial and innovative culture they created." Sirtris will become part of GSK's Drug Discovery organisation, while continuingto operate from laboratories in Cambridge, Massachusetts as an autonomous drugdiscovery unit. Christoph Westphal, CEO and Vice Chair of Sirtris and themanagement team will continue to lead this autonomous unit. Dr Westphal commented, "We have built a dynamic and scientifically-drivenorganisation. We expect this transaction will accelerate our vision to targetsirtuins to treat diseases of metabolism and ageing and deliver tremendous valueto patients, our shareholders and our employees. We look forward to workingwith GlaxoSmithKline and their world-class research, development andcommercialisation organisation." Under the agreement, a subsidiary of GSK will commence a cash tender offer topurchase all of the outstanding shares of Sirtris, at USD22.50 (or approx.GBP11.33) per share followed by a second step merger in which any untenderedSirtris shares would be acquired at the same price per share. All outstandingstock options will be cancelled with holders receiving the excess of thetransactions price over the exercise price. The acquisition has been approved bythe board of directors of each company and is subject to customary closingconditions, including the tender of at least a majority of Sirtris's shares andclearance under the Hart-Scott-Rodino Antitrust Improvements Act. The partiesanticipate that the tender offer will be commenced in early May and close in thesecond quarter of 2008. About GSK GSK - one of the world's leading research-based pharmaceutical and healthcarecompanies - is committed to improving the quality of human life by enablingpeople to do more, feel better and live longer. For company informationincluding a copy of this announcement and details of the company's updatedproduct development pipeline, visit GSK at www.gsk.com. About Sirtris Pharmaceuticals Sirtris Pharmaceuticals is a biopharmaceutical company focused on discoveringand developing proprietary, orally available, small molecule drugs with thepotential to treat diseases associated with ageing, including metabolic diseasessuch as Type 2 Diabetes. Our drug candidates are designed to mimic certainbeneficial health effects of calorie restriction by activation of sirtuins, arecently discovered class of enzymes that the Company believes control theageing process. The company's headquarters are in Cambridge, Massachusetts. Cautionary statement regarding forward-looking statements Under the safe harbor provisions of the US Private Securities Litigation ReformAction of 1995, the company cautions investors that any forward-lookingstatements or projections made by the company, including those made in thisAnnouncement, are subject to risks and uncertainties that may cause actualresults to differ materially from those projected. Factors that may affect theGroup's operations are described under 'Risk factors' in the 'Business Review'in the company's Annual Report 2007. Important Additional Information Will Be Filed with the Securities ExchangeCommission (SEC) This press release is neither an offer to purchase nor a solicitation of anoffer to sell shares of Sirtris Pharmaceuticals, Inc. The tender offer forshares of Sirtris's stock described in this press release has not yet beencommenced. At the time the tender offer is commenced, a subsidiary of GSK intends to filewith the SEC and mail to Sirtris's stockholders a Tender Offer Statement onSchedule TO and related exhibits, including the offer to purchase, letter oftransmittal and other related documents, and Sirtris intends to file with theSEC and mail to its stockholders a Tender Offer Solicitation/RecommendationStatement on Schedule 14D-9 in connection with the transaction. These willcontain important information about GSK, Sirtris, the transaction and otherrelated matters. Investors and security holders are urged to read each of thesedocuments carefully when they are available. Investors and security holders will be able to obtain free copies of the TenderOffer Statement, the Tender Offer Solicitation/Recommendation Statement andother documents filed with the SEC by GSK and Sirtris through the Web sitemaintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of these documents by contacting theInvestor Relations departments of GSK or Sirtris. 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 European Analyst/Investor enquiries: David Mawdsley (020) 8047 5564 Sally Ferguson (020) 8047 5543 Gary Davies (020) 8047 5503 US Analyst/ Investor enquiries: Frank Murdolo (215) 751 7002 Tom Curry (215) 751 5419 Sirtris Enquiries: Investor and Media John Lacey (617) 252 6920 (781)354 7452 Pure Communications Andrea Johnston (910) 616 5858 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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