GlaxoSmithKline plc (GSK,GSK.L) Wednesday amended the conditions of its unsolicited tender offer to acquire Human Genome Sciences (HGSI) for $13.00 per share.
The move, the British drug maker said, is in response to a poison pill Human Genome adopted last week to thwart an acquisition.
GlaxoSmithKline said it has now added a condition to its tender offer requiring Human Genome to redeem the pill for it to go ahead with the acquisition process.
Alternatively, GlaxoSmithKline will proceed with its tender offer, assuaged by its judgment that the pill has been invalidated or is inapplicable to its wrap-up of Human Genome.
GlaxoSmithKline said the the tender offer and withdrawal rights are still scheduled to expire on June 7.
GlaxoSmithKline in April made a $2.6 billion hostile bid to acquire Human Genome, which spurned the proposal, prompting GlaxoSmithKline to start an unsolicited tender offer.
Adopting a poison pill last week, Human Genome's Board reiterated that GlaxoSmithKline's offer is inadequate and that it fails to include the potential value of its assets and pipeline.
A poison pill, or shareholders rights plan, allows shareholders to buy additional shares at a discount if an investor acquires or starts a tender offer for over 15 percent of the company's shares without approval by the Board.
GlaxoSmithKline's $13 per share offer represents a premium of 81 percent to Human Genome's closing share price of $7.17 on April 18 - the last trading day before Human Genome publicly disclosed the offer.
GlaxoSmithKline says its offer represents "full and fair value" and is in the best interests of shareholders. The company also said the offer incorporates the value of Benlysta, darapladib, albiglutide and Human Genome's pipeline and financial assets.
GlaxoSmithKline and Human Genome have long been partners and had jointly developed the lupus drug Benlysta that was approved by the FDA last year. It was the first lupus medication to be approved in more than 50 years. The two companies are also involved in the development of two more drugs for heart disease and diabetes.
GSK is trading on the NYSE at $43.63, down $0.80 or 1.80%, on a volume of about 1.0 million shares.
GSK.L closed at 1,391.50 pence, down 24.50p or 1.73%, on a volume of 9.5 million shares on the LSE.
HGSI is trading at $13.73, down $0.27 or 1.93%, on a volume of 2.9 million shares.
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