Human Genome Sciences, Inc. (Nasdaq: HGSI) today issued the following
statement regarding the extension by GlaxoSmithKline plc (GSK) of its
unsolicited tender offer to acquire all the outstanding common shares of
HGS at a price of $13.00 per share in cash and GSK’s statement that
approximately 474,029 shares of HGS common stock have been tendered into
their offer. HGS noted that less than one percent of its shares
outstanding tendered into the GSK offer.
The HGS Board of Directors has rejected GSK’s unsolicited $13.00 per
share tender offer after determining, in consultation with financial and
legal advisors, that the GSK offer price is inadequate and does not
reflect the value inherent in HGS. As previously announced, our 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. We are committed to completing our
exploration of strategic alternatives as expeditiously as possible, and
the HGS Board of Directors recommends that HGS stockholders reject GSK’s
tender offer and not tender any of their shares to GSK.
Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are serving
as financial advisors to HGS, and Skadden, Arps, Slate, Meagher & Flom
LLP and DLA Piper LLP (US) are serving as legal counsel.
ABOUT HUMAN GENOME SCIENCES
Human Genome Sciences exists to place new therapies into the hands of
those battling serious disease.
For more information about HGS, please visit the Company’s web site at www.hgsi.com.
Health professionals and patients interested in clinical trials of HGS
products may inquire via email to firstname.lastname@example.org
or by calling HGS at 1-240-314-4430.
HGS, Human Genome Sciences and BENLYSTA® are trademarks of Human Genome
Sciences, Inc. Other trademarks referenced are the property of their
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This announcement includes statements that are forward-looking. These
forward-looking statements are based on our current intentions, beliefs
and expectations regarding future events. We cannot guarantee that any
forward-looking statement will be accurate. Investors should realize
that if underlying assumptions prove inaccurate or unknown risks or
uncertainties materialize, actual results could differ materially from
our expectations. Investors are, therefore, cautioned not to place undue
reliance on any forward-looking statement. Any forward-looking statement
speaks only as of the date of this announcement, and, except as required
by law, we do not undertake to update any forward-looking statement to
reflect new information, events or circumstances.
Some important factors that could cause our actual results to differ
from our expectations in these forward-looking statements include: our
lack of commercial experience and dependence on the sales growth of
BENLYSTA; any failure to commercialize BENLYSTA successfully; the
occurrence of adverse safety events with our products; changes in the
availability of reimbursement for BENLYSTA; the inherent uncertainty of
the timing, success of, and expense associated with, research,
development, regulatory approval and commercialization of our pipeline
products, including darapladib and albiglutide, and new indications for
existing products; uncertainty as to the future success of darapladib
and GSK’s ability to develop and commercialize darapladib; substantial
competition in our industry, including from branded and generic
products; the highly regulated nature of our business; uncertainty
regarding our intellectual property rights and those of others; the
ability to manufacture at appropriate scale, and in compliance with
regulatory requirements, to meet market demand for our products; our
substantial indebtedness and lease obligations; our dependence on
collaborations over which we may not always have full control; foreign
exchange rate valuations and fluctuations; the impact of our
acquisitions and strategic transactions; changes in the health care
industry in the U.S. and other countries, including government laws and
regulations relating to sales and promotion, reimbursement and pricing
generally; significant litigation adverse to the Company, including
product liability and patent infringement claims; our ability to attract
and retain key personnel; increased scrutiny of the health care industry
by government agencies and state attorneys general resulting in
investigations and prosecutions; risks and uncertainties associated with
the Offer or any other offer or proposal; the outcome of any litigation
related to the Offer or any other offer or proposal; and the Board’s
recommendation to the stockholders concerning the Offer or any other
offer or proposal.
The foregoing sets forth many, but not all, of the factors that could
cause actual results to differ from our expectations in any
forward-looking statement. Investors should consider this cautionary
statement, as well as the risk factors identified in our periodic
reports filed with the SEC, when evaluating our forward-looking
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS
This communication does not constitute an offer to buy or a solicitation
of an offer to sell any securities. In response to the tender offer
commenced by GlaxoSmithKline plc through its wholly owned subsidiary, H.
Acquisition Corp., HGS has filed a solicitation/recommendation statement
on Schedule 14D-9 with the SEC. INVESTORS AND STOCKHOLDERS OF HGS ARE
URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a
copy of these documents free of charge at the SEC's website at www.sec.gov.
HGS also will provide a copy of these materials without charge on its
website at www.hgsi.com,
or stockholders may call HGS' Information Agent, Innisfree M&A
Incorporated, toll-free at 877-717-3926.