Dec 17 2008
GlaxoSmithKline has announced that it has extended its previously announced tender offer to purchase all of the outstanding shares of common stock of Genelabs Technologies, Inc., for $1.30 in cash per share without interest and less any required withholding taxes, until 5:00 p.m. New York City time on Monday, December 29, 2008, unless the tender offer is further extended.
The tender offer was scheduled to expire at 12:00 midnight, New York City time, on Friday, December 12, 2008.
In addition, GSK eliminated the alternative for delivery of shares pursuant to notices of guaranteed delivery. Accordingly, the depositary for the tender offer will no longer accept any notices of guaranteed delivery with respect to the tender offer.
The depositary for the tender offer has advised GSK that as of 12:00 midnight, New York City time, on Friday, December 12, 2008, approximately 35,135,900 shares of Genelabs common stock had been validly tendered and not withdrawn pursuant to the tender offer, representing approximately 79.1 percent of the outstanding shares of Genelabs common stock on a fully diluted basis. In addition, notices of guaranteed delivery with respect to approximately 1,428,400 shares had been received by the depositary for the tender offer, which together with the shares validly tendered pursuant to the tender offer and shares beneficially owned by GSK and its wholly-owned subsidiaries, would represent 82.5 percent of the outstanding shares of Genelabs common stock on a fully diluted basis.
The tender offer is conditioned upon, at the expiration of the offer, there having been validly tendered and not withdrawn that number of shares which, together with the number of shares, if any, then beneficially owned by GSK and its wholly-owned subsidiaries, constitutes at least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 expiration date for the tender offer is being extended to allow time for additional shareholders to tender their shares to satisfy the 90 percent tender condition.
The tender offer was commenced on November 12, 2008 pursuant to a previously announced Agreement and Plan of Merger dated October 29, 2008 among Genelabs, Gemstone Acquisition Corporation and SmithKline Beecham Corporation.
All other terms and conditions of the tender offer remain the same. The terms and conditions of the tender offer are set forth in the Offer to Purchase dated November 12, 2008, and as subsequently amended.