Published:
GlaxoSmithKline Announces Waiver of a Condition to the Tender Offer for Genelabs Technologies, Inc.
LONDON andPHILADELPHIA, Dec. 3 /PRNewswire-FirstCall/ -- GlaxoSmithKline
(LSE/NYSE: GSK) announced today that it is waiving a condition relating to a
pending lawsuit in the previously announced tender offer to purchase all of
the outstanding shares of common stock of Genelabs Technologies, Inc.
(Nasdaq: GNLB), for $1.30 per share in cash without interest and less any
required withholding taxes.
It is a condition to the completion of the tender offer that there not be
any pending or threatened claim by or before any governmental entity
challenging the making or consummation of the offer or contemplated merger or
seeking to enjoin the offer or merger. GSK has waived this condition solely to
the extent that it would not be satisfied as a result of the fact that the
putative shareholder class action lawsuit, Lanre Rotimi Rollover IRA v.
Genelabs Technologies, Inc., et al. is pending in the United States District
Court Northern District ofCalifornia, San Francisco Division. As of December
3, 2008, there was no injunction or order entered pursuant to this lawsuit,
which GSK and Genelabs believe is entirely without merit. GSK has not waived
any rights with respect to any other lawsuit or with respect to the entry of
any injunction or order in this lawsuit.
The tender offer was commenced on November 12, 2008 and is scheduled to
expire at 12:00 midnight EST on Wednesday, December 10, 2008, unless extended.
The tender offer is being made pursuant to a previously announced Agreement
and Plan of Merger dated October 29, 2008 among Genelabs, Gemstone Acquisition
Corporation and SmithKline Beecham Corporation, a wholly-owned subsidiary of
GSK.
All other terms and conditions of the tender offer remain the same,
including the condition that, at the expiration of the offer, there have been
validly tendered and not withdrawn that number of shares which, together with
the number of shares, if any, then beneficially owned by GSK and its
wholly-owned subsidiaries, constitutes at least 90 percent of the total number
of the then outstanding Genelabs shares on a fully diluted basis. The terms
and conditions of the tender offer are set forth in the Offer to Purchase
dated November 12, 2008.
Questions and requests for assistance may be directed to the Information
Agent for the offer, MacKenzie Partners, Inc., at (212) 929-5500 or
(800) 322-2885 (toll free).
About GlaxoSmithKline plc
GlaxoSmithKline plc -- 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 company information including a copy of this announcement and
details of the company's updated product development pipeline, visit GSK at
http://www.gsk.com.
Important information
This press release is neither an offer to purchase nor a solicitation of
an offer to sell shares of Genelabs. The solicitation and the tender offer to
buy shares of Genelabs is only being made pursuant to the Offer to Purchase
and related materials that GSK and Gemstone Acquisition Corporation filed with
the Securities and Exchange Commission (SEC) on November 12, 2008 and as
subsequently amended. Investors and security holders should read these
materials carefully because they contain important information, including the
terms and conditions of the tender offer. Investors and security holders may
obtain free copies of the materials filed with the SEC by GSK and Genelabs
relating to the tender offer through the web site maintained by the SEC at
http://www.sec.gov. In addition, investors and security holders may obtain
free copies of these materials by contacting the Information Agent for the
offer, MacKenzie Partners, Inc., at (212) 929-5500 or (800) 322-2885 (toll
free) or the Investor Relations departments of GSK or Genelabs.
SOURCE GlaxoSmithKline
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