Exhibit (a)(5)(j)
GlaxoSmithKline Extends Tender Offer for TESARO, Inc.
London, UK—January 15, 2019— GlaxoSmithKline plc (LSE/NYSE: GSK) (“GSK”) today announces that its indirect wholly-owned subsidiary Adriatic Acquisition Corporation (“AAC”) has extended the expiration date of the previously announced cash tender offer to purchase all of the issued and outstanding shares (each a “Share” and collectively, “Shares”) of common stock of TESARO, Inc. (NASDAQ: TSRO) (“TESARO”) to 6:00 P.M., Eastern Time, on January 18, 2019, unless further extended. The extension allows for the expiration of the one (1)-month statutory review period contemplated by the German Act against Restraints of Competition, which is scheduled to expire at 11:59 P.M., Central European Time, on January 18, 2019. The extension also allows for the expiration of the four (4) week review period contemplated by the Austrian Cartel Act, which is scheduled to expire at 11:59 P.M., Central European Time, on January 15, 2019. The tender offer was previously scheduled to expire at one (1) minute past 11:59 P.M., Eastern Time, on January 14, 2019. GSK and AAC expect the tender offer will be consummated promptly following the expiration date (as extended by AAC), subject to the satisfaction of the remaining conditions to the consummation of the tender offer.
Computershare Trust Company, N.A., as the depositary for the tender offer, has advised AAC that, as of one (1) minute past 11:59 P.M., Eastern Time, on January 14, 2019, 46,743,017 Shares were tendered pursuant to the tender offer, which represented approximately 77.2% of the issued and outstanding Shares as calculated in accordance with the Agreement and Plan of Merger, dated December 3, 2018 (the “Merger Agreement”), among GSK, AAC and TESARO. Stockholders who have already tendered their Shares into the tender offer do not have tore-tender their Shares or take any other action as a result of the extension of the expiration date.
The completion of the tender offer is conditioned upon the tender by TESARO stockholders of at least one Share more than 50% of the issued and outstanding Shares (as calculated pursuant to the terms of the Merger Agreement), as well as other important conditions specified in the Schedule TO filed by GSK, GlaxoSmithKline LLC (“GSK LLC”) and AAC with the Securities and Exchange Commission (the “SEC”) on December 14, 2018.
Important Notices
This communication is for informational purposes only and is neither a recommendation, an offer to purchase nor a solicitation of an offer to sell securities. On December 14, 2018, GSK, GSK LLC and AAC filed with the SEC a tender offer statement on Schedule TO regarding the tender offer described in this communication.Holders of Shares are urged to read the tender offer statement (as it may be updated and amended from time to time) and the Schedule14D-9 filed by TESARO as they contain important information that holders of Shares should consider before making any decision regarding tendering their Shares. These materials will be made available to TESARO’s stockholders at no expense to them by Innisfree M&A Incorporated, the Information Agent, for the tender offer. In addition, the tender offer statement and other documents filed by GSK and TESARO with the SEC are available for free at the SEC’s website at www.sec.gov.