Glaxosmithkline Plc Completes Acquisition Of Human Genome Sciences

Glaxosmithkline Plc announced that it has completed its acquisition of Human Genome Sciences for USD3.6 billion on an equity basis, or approximately USD3 billion net of cash and debt. All outstanding shares of HGS were acquired for USD14.25 per share in cash. Pursuant to the terms of the merger agreement, a wholly-owned subsidiary of GSK exercised its top-up option and, as the owner of more than 90% of the HGS outstanding common stock, subsequently completed a short-form merger with HGS. Each remaining share of HGS common stock not tendered (other than shares as to which holders properly exercise appraisal rights) was converted in the merger into the right to receive USD14.25 in cash, without interest and less any required withholding taxes. As a result, HGS common stock will cease to be traded on NASDAQ. Lazard and Morgan Stanley acted as financial advisors to GSK, and Cleary Gottlieb Steen & Hamilton and Wachtell, Lipton, Rosen & Katz provided legal advice to GSK.