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Tesaro Agrees To Be Acquired By GSK For About $5.1 Bln, Incl. Debt

Tesaro Inc (TSRO), an oncology-focused company based in Waltham, Massachusetts, said Monday that it agreed to be acquired by GlaxoSmithKline plc (GSK,GSK.L) for an aggregate cash consideration of about $5.1 billion or 4.0 billion pounds.

The acquisition price of $75 per share in cash represents a 110% premium to TESARO's 30 day Volume Weighted Average Price of $35.67 and an aggregate consideration of approximately $5.1 billion or 4.0 billion pounds including the assumption of TESARO's net debt.

GSK expects the acquisition of TESARO and associated R&D and commercial investments will impact Adjusted earnings per share for the first two years by mid to high single digit percentages, reducing thereafter with the acquisition expected to start to be accretive to Adjusted earnings per share by 2022.

GSK's guidance for full-year 2018 Adjusted earnings per share growth remains unchanged at 8 to 10% at CER. GSK continues to expect to deliver on its previously published Group Outlooks to 2020, but following the acquisition of TESARO now expects Adjusted earnings per share growth at CER for the period 2016-2020 to be at the bottom end of the mid to high single digit percentage CAGR range.

GSK confirmed no change to its current dividend policy and continues to expect to pay 80p in dividends for 2018.

GSK expects to fund the acquisition from cash resources and drawing under a new acquisition facility.

Under the terms of the merger agreement between GSK and TESARO, unanimously approved by TESARO's Board of Directors, a subsidiary of GSK will commence a tender offer within the next 10 business days to acquire all of the issued and outstanding shares of TESARO common stock for a price of $75 per share in cash upon completion of the offer.

The transaction is expected to complete in the first quarter of 2019, subject to satisfaction of customary closing conditions, including the tender by TESARO stockholders of at least one share more than 50% of the issued and outstanding shares of TESARO and required regulatory approvals, including clearance by the US Federal Trade Commission.

Following closing of the tender offer, GSK will acquire any shares of TESARO that are not tendered in the tender offer through a second-step merger under Delaware law at the tender offer price.

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