GlaxoSmithKline successfully completes tender offer for shares of Sirtris Pharmaceuticals
GlaxoSmithKline plc (GSK) announced today the successful completion of the tender offer by its wholly-owned subsidiary Fountain Acquisition Corporation (FAC) for shares of common stock of Sirtris Pharmaceuticals, Inc. (Nasdaq: SIRT).
The depositary for the offer has advised GSK and FAC that stockholders of Sirtris have now tendered a total of approximately 28,931,756 Sirtris shares (including shares tendered through notice of guaranteed delivery), representing approximately 97% of the outstanding common stock of Sirtris. FAC has accepted for payment all Sirtris shares tendered in the offer.
FACís ownership of the common stock of Sirtris exceeds the 90% required to effect a short-form merger of FAC with and into Sirtris under Delaware law. FAC expects to effect the short-form merger later this week, without the need for a meeting of Sirtris stockholders. In the merger, FAC will acquire all other Sirtris shares (other than those as to which holders properly exercise appraisal rights) at the same $22.50 per share price, without interest and less any required withholding taxes, that was paid in the tender offer. As a result of the merger, Sirtris will become a wholly-owned subsidiary of GSK.
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