Date: 2012-08-03
Type of information: Company acquisition
Acquired company: Human Genome Sciences (USA)
Acquiring company: GSK (UK)
Amount: $3.6 billion (€2.9 billion)
Terms: * On August 3 2012, GSK hasannounced that it has completed its acquisition of Human Genome Sciences for US$3.6 billion on an equity basis, or approximately US$3 billion net of cash and debt. All outstanding shares of HGS were acquired for US$14.25 per share in cash. The depositary for the tender offer has advised GSK that approximately 174,430,970 shares were validly tendered and not withdrawn during the initial and subsequent offering periods (including shares that had been tendered by notice of guaranteed delivery and subsequently delivered), all of which have been accepted for payment and purchased. Such shares, together with shares otherwise beneficially owned by GSK, represent a total of approximately 87% of HGS’ outstanding shares.
* On July, 16, 2012, GSK and HGS have announced that they have entered into a definitive agreement under which GSK will acquire HGS for $14.25 per share in cash. The transaction values HGS at approximately $3.6 billion on an equity basis, or approximately US$3 billion net of cash and debt, and represents a premium of 99% to the HGS closing price of US$7.17 per share on 18 April 2012, the last day of trading before HGS publicly disclosed GSK’s initial private offer. The Boards of Directors of both companies have approved the transaction.
GSK has amended its pending tender offer to increase the price to $14.25 per share and to extend the expiration of the offer to 12:00 midnight, New York City time, on 27 July 2012. As of the close of business on 13 July, approximately 427,042 shares had been tendered and not withdrawn, pursuant to the offer.
* On April 17, 2012, GSK has confirmed that it made an offer to the Board of Directors of Human Genome Sciences (HGS, ) on 11th April proposing to acquire all of the outstanding shares of HGS for $13.00 per share in cash, representing a 81 percent premium to yesterday’s closing share price.
Sir Andrew Witty, Chief Executive Officer of GSK, stated, "Having worked together with Human Genome Sciences for nearly 20 years, we believe there is clear strategic and financial logic to this combination for both companies and our respective shareholders – and that now is the appropriate time in the evolution of our relationship for our two companies to combine." He also added that "GSK is uniquely positioned to realize the full value of Benlysta®, albiglutide, darapladib and Human Genome Sciences’s other assets for the benefit of physicians, patients and shareholders." GSK expects to achieve at least $200 million in cost synergies to be fully realized by 2015.
Details: * On April 19, 2012, Human Genome Sciences announced that it has received an unsolicited proposal from GSK to acquire HGS for $13.00 per share in cash. The HGS Board of Directors has considered the GSK offer and has determined that the offer does not reflect the value inherent in HGS.
* On May 9, 2012, HGS confirmed that GSK has announced its intention to commence an unsolicited tender offer to acquire all the outstanding common shares of HGS at a price of $13.00 per share in cash. HGS noted that the proposed $13.00 per share offer price is identical to the price of the proposal received from GSK on April 11, 2012 that HGS determined does not reflect the value inherent in HGS. As previously announced, the HGS Board of Directors has authorized the exploration of strategic alternatives in the best interests of stockholders, including, but not limited to, a potential sale of the Company.
* On May 9, 2012, GSK announced that it will not participate in HGS strategic alternatives review process and will instead commence a tender offer this week to acquire all of the outstanding shares of HGS for US$13.00 per share in cash. GSK’s offer represents a premium of 81 percent to HGS’s closing share price of US$7.17 on 18th April. * On May 17, 2012, HGS has announced that its Board of Directors, after careful review and consideration with the assistance of the Company’s management and financial and legal advisors, has unanimously determined that the unsolicited tender offer from GSK to acquire all outstanding common shares of HGS for $13.00 per share in cash is inadequate, undervalues the Company and is not in the best interests of HGS and its stockholders. Accordingly, the Board recommends that stockholders reject GSK’s tender offer and not tender any of their shares to GSK.
* On June 1, 2012, GSK announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, has expired with respect to GSK’s tender offer for all the outstanding shares of Human Genome Sciences. Accordingly, GSK has clearance under the U.S. anti-trust laws to acquire HGS, and the tender offer condition with respect to the expiration of the applicable waiting period under the HSR Act has been satisfied. HGS announced that its Board of Directors has rejected GSK’s unsolicited $13.00 per share offer, after concluding unanimously that the GSK offer is inadequate.
* On June 8, 2012, GSK announced it has extended its tender offer to acquire all of the outstanding shares of HGS for $13.00 per share in cash to 5:00 pm New York City time on Friday 29 June 2012.
* On June 15, 2012, HGS announced that, in connection with its ongoing strategic alternative review process, it had previously set a bid date of July 16, 2012 for the submission of definitive proposals to acquire all outstanding common shares of HGS. In this regard, HGS sent a letter to GSK once again inviting GSK to participate in the ongoing process according to the same procedures previously established and to provide, by no later than July 16, 2012, GSK’s final bid terms, including a response to a draft agreement which will be provided to all interested bidders. The letter specifically noted that the HGS Board of Directors has previously rejected $13.00 per share as inadequate.
* On June 29, 2012, GSK announced it has extended its tender offer to acquire all of the outstanding shares of HGS. This offer will expire after 16 July, the deadline set by HGS for submission of definitive acquisition proposals in its strategic alternatives review process which began on 19 April after GSK made a private proposal on 11 April. Extension of the tender offer to 20 July will provide HGS shareholders the opportunity to evaluate the outcome of the HGS Board’s process relative to GSK's offer. Based on circumstances at that time, GSK will consider all available options regarding its offer but can make no assurance that the tender offer will be further extended. As previously announced, HGS' Board has authorized the exploration of strategic alternatives in the best interests of stockholders, including a potential sale of the company, and has set a bid date of July 16, 2012 for the submission of definitive proposals to acquire all outstanding common shares of HGS. This process continues to be active and fully underway. Although HGS continues to welcome GSK's participation, GSK has twice declined to enter the process.
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