GlaxoSmithKline Plc (GSK,GSK.L) said has completed its acquisition of Human Genome Sciences (HGSI) for $3.6 billion on an equity basis, or about $3 billion net of cash and debt. All outstanding shares of HGS were purchased for $14.25 per share cash.
The subsequent offering period for GSK's tender offer for HGS shares expired at 5:00 pm, New York City time, on 2 August 2012. The depositary for the tender offer has advised GSK that some 174.43 million shares were validly tendered and not withdrawn during the initial and subsequent offering periods, all of which have been accepted for payment and purchased. Such shares, together with shares otherwise beneficially owned by GSK, represent a total of nearly 87% of HGS' outstanding shares.
As per the merger deal, a wholly-owned unit of GSK exercised its top-up option and, as the owner of over 90% of the HGS outstanding stock, subsequently completed a short-form merger with HGS. Each remaining share of HGS not tendered was converted in the merger into the right to receive $14.25 in cash, without interest and less any required withholding taxes. Consequently, HGS common stock would stop to be traded on NASDAQ.
Lazard and Morgan Stanley acted as financial advisors to GSK, and Cleary Gottlieb Steen & Hamilton and Wachtell, Lipton, Rosen & Katz provided legal advice to GSK.
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