21st Dec 2006 13:00
GlaxoSmithKline PLC21 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 toacquire all outstanding shares of Praecis' common stock for a cash purchaseprice of US $5.00 per share or a total of approximately $54.8 million for theentire equity interest of Praecis. "Praecis has created novel therapeutic programs and innovativechemical-synthesis and screening technology that will complement our owndiscovery capabilities," said Allen Oliff, Senior Vice President, MolecularDiscovery Research, GSK. Kevin F. McLaughlin, Praecis President and Chief Executive Officer, stated, "Weare pleased to announce this transaction which culminates a process initiatedand 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 whollyowned subsidiary of GSK for all of the outstanding shares of Praecis, at a cashpurchase price of $5.00 per share, followed by a second-step merger in which anyuntendered Praecis shares would be acquired at the same price per share. Theacquisition is subject to certain conditions, including the tender of a majorityof the shares of Praecis common stock, and other customary conditions. Thetransaction 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 2007and 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 pharmaceuticaland healthcare companies - is committed to improving the quality of human lifeby enabling people to do more, feel better and live longer. For companyinformation including a copy of this announcement and details of the company'supdated product development pipeline, visit GSK at www.gsk.com. About PRAECIS Praecis Pharmaceuticals Incorporated is a biopharmaceutical company focused onutilizing its proprietary technologies for the discovery and development ofnovel compounds that have the potential to address unmet medical needs orimprove existing therapies. Praecis has a novel MetAP-2 inhibitor, PPI-2458, inclinical development for cancer indications, including non-Hodgkin's lymphomaand solid tumors, an innovative drug discovery technology, DirectSelectTM, whichenables the generation and practical use of ultra-large libraries for thediscovery of orally active compounds for drug development, and a research anddevelopment program aimed at identifying one or more selective S1P-1 agonistcompounds to advance into clinical testing. Cautionary statement regarding forward-looking statements Under the safe harbour provisions of the US Private Securities Litigation ReformAct of 1995, investors are cautioned that any forward-looking statements orprojections made by GSK or Praecis, including those made in this press release,are subject to risks and uncertainties that may cause actual results or eventsto differ materially from those projected or anticipated. These statements arebased on GSK's and Praecis current expectations and beliefs. Actual results orevents could differ materially from the results or anticipated events implied bythese statements. Factors that may cause or contribute to such differencesinclude: the risk that the conditions to the closing of the tender offer or themerger set forth in the merger agreement will not be satisfied; changes in bothcompanies' businesses during the period between now and the closing; obtainingregulatory approvals if required for the transaction; the successful integrationof Praecis into GSK's business subsequent to the closing of the acquisition; theability to retain key management and technical personnel of Praecis; other risksdescribed in Praecis report on Form 10-Q for its fiscal quarter ended September30, 2006 filed with the Securities and Exchange Commission (SEC) on November 9,2006; and other factors described in GSK's Annual Report 2005 under 'RiskFactors' in the 'Operating and Financial Review and Prospects'. Praecis and GSKare under no obligation to (and expressly disclaim any such obligation to)update or alter their forward-looking statements whether as a result of newinformation, 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 topurchase nor a solicitation of an offer to sell shares of Praecis. At the timethe tender offer is commenced, GSK and its wholly-owned subsidiary intend tofile a Tender Offer Statement on Schedule TO containing an offer to purchase,forms of letters of transmittal and other documents relating to the tenderoffer, and Praecis intends to file a Solicitation/Recommendation Statement onSchedule 14D-9 with respect to the tender offer. GSK, its wholly ownedsubsidiary and Praecis intend to mail these documents to the stockholders ofPraecis. These documents will contain important information about the tenderoffer and stockholders of Praecis are urged to read them carefully when theybecome available. Stockholders of Praecis will be able to obtain a free copy ofthese documents (when they become available) and other documents filed byPraecis 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 thesedocuments (when they become available) from GSK by contacting GSK at OneFranklin Plaza (FP 2355), 200 N. 16th Street, Philadelphia, Pennsylvania 19102,attention: Corporate Legal, or from Praecis by contacting Praecis at 830 WinterStreet, 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 [email protected] This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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