Glaxosmithkline Plc To Acquire Human Genome Sciences For USD14.25 Per Share In Cash

Glaxosmithkline Plc and Human Genome Sciences announced that the companies have entered into a definitive agreement under which GSK will acquire HGS for USD14.25 per share in cash. The transaction values HGS at approximately USD3.6 billion on an equity basis, or approximately USD3 billion net of cash and debt, and represents a premium of 99% to the HGS closing price of USD7.17 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 USD14.25 per share and to extend the expiration of the offer to July 27, 2012. Lazard and Morgan Stanley are acting as financial advisors to GSK, and Cleary Gottlieb Steen & Hamilton and Wachtell, Lipton, Rosen & Katz are providing legal advice to the company. 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.