Human Genome Sciences, Inc. (Nasdaq: HGSI) today announced that it has
received an unsolicited proposal from GlaxoSmithKline plc (GSK) to
acquire HGS for $13.00 per share in cash.
The HGS Board of Directors, in consultation with independent financial
and legal advisors, has carefully reviewed and considered the GSK offer
and has determined that the offer does not reflect the value inherent in
HGS also announced today that its Board of Directors has authorized the
exploration of strategic alternatives in the best interests of
shareholders, including, but not limited to, a potential sale of the
Company. HGS has retained Goldman, Sachs & Co. and Credit Suisse
Securities (USA) LLC to assist in this process, with Skadden, Arps,
Slate, Meagher & Flom LLP and DLA Piper LLP (US) serving as legal
GSK has been invited to participate in this process and HGS has
requested additional information regarding investigational products in
GSK's clinical pipeline to which HGS has substantial financial rights,
including darapladib, currently in Phase 3 development for the treatment
of cardiovascular disease, and albiglutide, currently in Phase 3
development for the treatment of type 2 diabetes.
There can be no assurance that any transaction will occur or if so on
what terms. HGS does not intend to discuss the status of its evaluation
unless and until a specific transaction has been approved.
ABOUT HUMAN GENOME SCIENCES
Human Genome Sciences exists to place new therapies into the hands of
those battling serious disease.
For more information about HGS, please visit the Company's web site at www.hgsi.com.
Health professionals and patients interested in clinical trials of HGS
products may inquire via email to [email protected]
or by calling HGS at 1-240-314-4430.
HGS, Human Genome Sciences and BENLYSTA are trademarks of Human Genome
Sciences, Inc. Other trademarks referenced are the property of their
SAFE HARBOR STATEMENT
This announcement includes statements that are forward-looking within
the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include those regarding our
expectations for BENLYSTA and raxibacumab, among others. These
forward-looking statements are based on our current intentions, beliefs
and expectations regarding future events. We cannot guarantee that any
forward-looking statement will be accurate. Investors should realize
that if underlying assumptions prove inaccurate or unknown risks or
uncertainties materialize, actual results could differ materially from
our expectations. Investors are, therefore, cautioned not to place undue
reliance on any forward-looking statement. Any forward-looking statement
speaks only as of the date of this announcement, and, except as required
by law, we do not undertake to update any forward-looking statement to
reflect new information, events or circumstances.
Some important factors that could cause our actual results to differ
from our expectations in these forward-looking statements include: our
lack of commercial experience and dependence on the sales growth of
BENLYSTA; any failure to commercialize BENLYSTA successfully; the
occurrence of adverse safety events with our products; changes in the
availability of reimbursement for BENLYSTA; the inherent uncertainty of
the timing, success of, and expense associated with, research,
development, regulatory approval and commercialization of our pipeline
products and new indications for existing products; substantial
competition in our industry, including from branded and generic
products; the highly regulated nature of our business; uncertainty
regarding our intellectual property rights and those of others; the
ability to manufacture at appropriate scale, and in compliance with
regulatory requirements, to meet market demand for our products; our
substantial indebtedness and lease obligations; our dependence on
collaborations over which we may not always have full control; foreign
exchange rate valuations and fluctuations; the impact of our
acquisitions and strategic transactions; changes in the health care
industry in the U.S. and other countries, including government laws and
regulations relating to sales and promotion, reimbursement and pricing
generally; significant litigation adverse to the Company, including
product liability and patent infringement claims; our ability to attract
and retain key personnel; and increased scrutiny of the health care
industry by government agencies and state attorneys general resulting in
investigations and prosecutions.
The foregoing list sets forth many, but not all, of the factors that
could cause actual results to differ from our expectations in any
forward-looking statement. Investors should consider this cautionary
statement, as well as the risk factors identified in our periodic
reports filed with the SEC, when evaluating our forward-looking
Human Genome Sciences, Inc.
Vice President, Corporate Communications
Director, Corporate Public Relations
Prowse, Ph.D., 301-315-1785
Vice President, Investor Relations
Joele Frank, Wilkinson Brimmer Katcher
Frank / Dan Katcher / Jamie Moser, 212-355-4449