LONDON, PHILADELPHIA AND CAMBRIDGE, Mass., April 22, 2008 /PRNewswire-FirstCall
via COMTEX/ -- GlaxoSmithKline (NYSE: GSK) and Sirtris Pharmaceuticals
Incorporated (Nasdaq: SIRT) announced today that they have entered into a
definitive agreement pursuant to which GlaxoSmithKline will acquire Sirtris
Pharmaceuticals for approximately USD720 million (or approx. GBP362 million)
through a cash tender offer of USD22.50 (or approx. GBP11.33) per share.
Through the acquisition of Sirtris, GSK will significantly enhance its
metabolic, neurology, immunology and inflammation research efforts by
establishing a presence in the field of sirtuins, a recently discovered class of
enzymes that are believed to be involved in the ageing process. Sirtris
Pharmaceuticals has established a drug discovery capability to exploit sirtuin
modulation for the treatment of human disease, an approach that has the
potential to generate multiple clinically and commercially important products.
Their focus to date has been on the development of SIRT1 activators for the
treatment of Type 2 Diabetes Mellitus (T2DM).
"Modulation of this family of enzymes is a potentially transformative science
that could address diseases associated with metabolism and ageing such as
diabetes, muscle wasting, and neurodegeneration," commented Moncef Slaoui,
Chairman GSK R&D. "This acquisition continues GSK's strategy of pursuing the
best new science, externally or internally, to bring new medicines to patients
and value to the GSK pipeline. Our intent is to retain all Sirtris employees and
continue the entrepreneurial and innovative culture they created."
Sirtris will become part of GSK's Drug Discovery organisation, while continuing
to operate from laboratories in Cambridge, Massachusetts as an autonomous drug
discovery unit. Christoph Westphal, CEO and Vice Chair of Sirtris and the
management team will continue to lead this autonomous unit.
Dr. Westphal commented, "We have built a dynamic and scientifically-driven
organisation. We expect this transaction will accelerate our vision to target
sirtuins to treat diseases of metabolism and ageing and deliver tremendous value
to patients, our shareholders and our employees. We look forward to working with
GlaxoSmithKline and their world-class research, development and
commercialisation organisation."
Under the agreement, a subsidiary of GSK will commence a cash tender offer to
purchase all of the outstanding shares of Sirtris, at USD22.50 (or approx.
GBP11.33) per share followed by a second step merger in which any untendered
Sirtris shares would be acquired at the same price per share. All outstanding
stock options will be cancelled with holders receiving the excess of the
transactions price over the exercise price. The acquisition has been approved by
the board of directors of each company and is subject to customary closing
conditions, including the tender of at least a majority of Sirtris's shares and
clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The parties
anticipate that the tender offer will be commenced in early May and close in the
second quarter of 2008.
Edited by Anthony_Loera, 22 April 2008 - 08:52 PM.