GlaxoSmithKline to Acquire Genelabs Technologies to Increase Focus on Novel Small Molecule Therapies for Hepatitis C
PHILADELPHIA, Oct. 29 /PRNewswire-FirstCall/ -- GlaxoSmithKline
(NYSE: GSK) (LSE: GSK) and Genelabs Technologies, Inc. (Nasdaq: GNLB)
announced today that they have entered into a definitive agreement pursuant to
which GSK will acquire Genelabs for approximately $57 million (pounds Sterling
35 million) through a tender offer of $1.30 per share in cash. This strategic
acquisition will strengthen GSK's effort to develop and deliver novel
therapies against the hepatitis C virus (HCV).
Under the terms of the agreement, a subsidiary of GSK will commence a
tender offer to acquire all of the outstanding shares of Genelabs common
stock. The board of directors of Genelabs has unanimously recommended that
shareholders tender their shares in the offer.
"Genelabs has demonstrated a strong track record in HCV drug discovery and
identified numerous novel classes of inhibitors that target unprecedented
mechanisms in the virus's life cycle," stated Zhi Hong, SVP of the Infectious
Diseases Centre for Excellence in Drug Discovery (ID CEDD) at GSK. "This
arrangement, combined with our other collaborations, will give GSK a broad HCV
drug discovery platform addressing novel targets and innovative therapeutic
approaches."
Genelabs will become part of GSK's Drug Discovery organization and its HCV
programs will be consolidated into the broad therapeutic approaches already
underway internally and through external collaborations. This acquisition
continues GSK's strategy of pursuing the best science, internally or
externally, to bring new medicines to patients and value to the GSK pipeline.
Fred Driscoll, President & CEO of Genelabs said, "This transaction
provides our shareholders with certain value at a substantial premium to our
stock price. Through the efforts of our experienced scientific staff and other
employees, we have generated highly differentiated compounds with the
potential to address unmet medical needs of people with the HCV infection.
GSK's world-class research and development organization will allow us to
accelerate our strategic vision of providing novel treatments that deliver
tremendous value for patients."
There is a high unmet need for new drugs to treat HCV infection. The
current gold standard therapy comprises pegylated-alpha interferon (IFN) plus
ribavirin (RBV). The efficacy rate of this combination is relatively low
(approximately 50%) and both drugs are associated with significant side
effects that often lead to treatment discontinuation. Several new antiviral
drugs targeting multiple virus and host targets are currently in development.
Rapidly emerging drug resistance suggest that combination therapies with
multiple classes of drugs will be required to achieve sustained virological
response.
The tender offer is subject to customary conditions and is expected to
close in December 2008.
GlaxoSmithKline - 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 further
information please visit www.gsk.com
About the ID CEDD
The ID CEDD is a global research unit within GSK Drug Discovery dedicated
to discovering therapies for infectious diseases. It is designed to integrate
and better coordinate the progression of infectious diseases medicines from
therapeutic hypothesis to clinical proof of concept. While drawing from the
broader resources of GSK's R&D organization, the ID CEDD bridges the
conventional gap between discovery and development, brings scientists and
physicians together in an entrepreneurial environment and size of small
biotechnology companies. The ID CEDD currently consists of three discovery
units for antivirals, antibacterials and medicines against diseases of the
developing world. It focuses on building an innovative pipeline through both
internal efforts and external alliances with other companies and research
institutions. Its Infectious Diseases Centre of Excellence for External Drug
Discovery (ID CEEDD) will focus on 'virtualising' a portion of the infectious
diseases pipeline by forming multiple risk-sharing/reward-sharing alliances.
About Genelabs Technologies
Genelabs is a biopharmaceutical company focused on the discovery and
development of novel compounds for infectious diseases. In addition to a late-
stage drug candidate for hepatitis E partnered with GSK, the company is
advancing multiple partnered and proprietary compounds designed to selectively
inhibit replication of the hepatitis C virus. For more information, please
visit www.genelabs.com.
Cowen and Company was the exclusive financial advisor to Genelabs in this
transaction.
Under the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995, GSK cautions investors that any forward-looking statements
or projections made by GSK, 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 affect GSK' s operations are
described under 'Risk Factors' in the 'Business Review' in the company' s
Annual Report on Form 20-F for 2007.
Important additional information will be filed with the Securities
Exchange Commission (SEC).
This press release is neither an offer to purchase nor a solicitation of
an offer to sell shares of Genelabs. The tender offer for shares of Genelabs'
stock described in this press release has not yet been commenced.
At the time the tender offer is commenced, a subsidiary of GSK intends to
file with the SEC and mail to Genelabs' stockholders a Tender Offer Statement
on Schedule TO and related exhibits, including the offer to purchase, letter
of transmittal and other related documents, and Genelabs intends to file with
the SEC and mail to its stockholders a Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 in connection with the
transaction. These will contain important information about GSK, Genelabs, the
transaction and other related matters. Investors and security holders are
urged to read each of these documents carefully when they are available.
Investors and security holders will be able to obtain free copies of the
Tender Offer Statement, the Tender Offer Solicitation/Recommendation Statement
and other documents filed with the SEC by GSK and Genelabs through the web
site maintained by the SEC at www.sec.gov. In addition, investors and security
holders will be able to obtain free copies of these documents by contacting
the Investor Relations departments of GSK or Genelabs.