New briefs: GSK extends HGS tender offer; J&J plans for $600 million charge; FDA delays prophylactic Truvada

10 June 2012

In the continuing saga of its hostile takeover bid for its partner on lupus drug Benlysta (belimumab), UK pharma giant GlaxoSmithKline plc (LSE: GSK) has extended its tender offer to acquire all of the outstanding shares of Human Genome Sciences (Nasdaq: HGSI) for US$13.00 per share in cash to 5:00 pm New York City time on June 29, 2012. The tender offer was previously scheduled to expire at the end of the day on June 7, at which time around 474,029 shares (including 24,856 shares subject to guarantees of delivery) – or around 0.2% - had been tendered and not withdrawn, pursuant to the offer.

GSK argues that, for HGS shareholders, the offer provides immediate liquidity at a substantial premium while eliminating further exposure to the significant execution risk inherent in HGS achieving its future growth objectives. GSK's offer reflects the value of Benlysta, darapladib, albiglutide, HGS's operating and financial assets, and expected cost synergies of at least $200 million, the UK firm stressed.

In response, the HGS board again rejected GSK’s unsolicited $13.00 per offer, saying it is inadequate and does not reflect the value inherent in HGS. As previously announced, the board has authorized the exploration of strategic alternatives in the best interests of stockholders, including a potential sale of the company. This process continues to be active and fully underway. GSK declined to enter the process and, through its unsolicited tender offer, seeks to circumvent, disrupt and prematurely end the company’s process to the disadvantage of HGS stockholders, said HGS.

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