LONDON and PHILADELPHIA, June 2 PA-GlaxoSmithKline
LONDON and PHILADELPHIA, June 2 /PRNewswire-FirstCall/ -- GlaxoSmithKline
plc (NYSE: GSK) announced today the successful completion of the tender offer
by its wholly-owned subsidiary Fountain Acquisition Corporation (FAC) for
shares of common stock of Sirtris Pharmaceuticals, Inc. (Nasdaq: SIRT).
The depositary for the offer has advised GSK and FAC that stockholders of
Sirtris have now tendered a total of approximately 28,931,756 Sirtris shares
(including shares tendered through notice of guaranteed delivery),
representing approximately 97% of the outstanding common stock of Sirtris.
FAC has accepted for payment all Sirtris shares tendered in the offer.
FAC's ownership of the common stock of Sirtris exceeds the 90% required to
effect a short-form merger of FAC with and into Sirtris under Delaware law.
FAC expects to effect the short-form merger later this week, without the need
for a meeting of Sirtris stockholders. In the merger, FAC will acquire all
other Sirtris shares (other than those as to which holders properly exercise
appraisal rights) at the same $22.50 per share price, without interest and
less any required withholding taxes, that was paid in the tender offer. As a
result of the merger, Sirtris will become a wholly-owned subsidiary of GSK.
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 Sirtris
Sirtris Pharmaceuticals, Inc. is a biopharmaceutical company focused on
discovering and developing proprietary, orally available, small molecule drugs
with the potential to treat diseases associated with ageing, including
metabolic diseases such as Type 2 Diabetes. Sirtris' drug candidates are
designed to mimic certain beneficial health effects of calorie restriction by
activation of sirtuins, a recently discovered class of enzymes that Sirtris
believes control the ageing process. Sirtris' headquarters are in Cambridge,
Massachusetts.
Cautionary statement regarding forward-looking statements
Under the safe harbor provisions of the US Private Securities Litigation
Reform Act of 1995, the company cautions investors that any forward-looking
statements or projections made by the company, including those made in this
Announcement, are subject to risks and uncertainties that may cause actual
results to differ materially from those projected. 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 GSK's and Sirtris' businesses during the
period between now and the closing; obtaining regulatory approvals if required
for the transaction; the successful integration of Sirtris into GSK's business
subsequent to the closing of the acquisition; the ability to retain key
management and technical personnel of Sirtris; and other factors described in
GSK's Annual Report 2007 under 'Risk Factors' in the 'Operating and Financial
Review and Prospects'. GSK is under no obligation to (and expressly disclaims
any such obligation to) update or alter its forward-looking statements whether
as a result of new information, future events or otherwise.
SOURCE GlaxoSmithKline plc
