Exhibit (a)(5)(B)
Issued: Thursday 10 May 2012, London UK – LSE announcement
GSK commences tender offer to acquire Human
Genome Sciences for US $13.00 per share in cash
GlaxoSmithKline plc (LSE: GSK) today announced that it has commenced its previously announced tender offer to acquire all of the outstanding shares of Human Genome Sciences (NASDAQ: HGSI) for US$13.00 per share in cash. GSK’s offer represents a premium of 81 percent to HGS’s closing share price of US$7.17 on 18th April, the last trading day before HGS publicly disclosed GSK’s private offer.
The closing of the tender offer is subject to the terms and conditions detailed in the offer document. The tender offer and withdrawal rights are scheduled to expire at 12:00 midnight New York City time on 7 June 2012 unless the offer is extended.
The offering documents for the Offer are being filed today with the SEC and may be obtained by contacting the information agent for the Offer:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Banks and Brokerage Firms Please Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 848-2998
Email: HGStender@dfking.com
Lazard and Morgan Stanley are acting as financial advisors to GSK and Cleary Gottlieb Steen & Hamilton and Wachtell, Lipton, Rosen & Katz are providing legal advice.
GlaxoSmithKline – one of the world’s leading research-based pharmaceutical and healthcare companies – is committed to improving the quality of human life by enabling people to do more, feel better and live longer. For further information please visitwww.gsk.com
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GlaxoSmithKline Enquiries: | | | | | | |
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UK Media enquiries: | | David Mawdsley | | +44 (0) 20 8047 5502 | | (London) |
| | Sarah Spencer | | +44 (0) 20 8047 5502 | | (London) |
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Analyst/Investor enquiries: | | Sally Ferguson | | +44 (0) 20 8047 5543 | | (London) |
| | Tom Curry | | +1 215 751 5419 | | (Philadelphia) |
| | Gary Davies | | +44 (0) 20 8047 5503 | | (London) |
| | Jeff McLaughlin | | +1 215 751 7002 | | (Philadelphia) |
| | Ziba Shamsi | | +44 (0) 20 8047 3289 | | (London) |
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Sard Verbinnen & Co: |
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US Media enquiries | | George Sard | | +1 212 687 8080 | | (New York) |
| | Andrew Cole | | +1 212 687 8080 | | (New York) |
| | Michael Henson | | +1 212 687 8080 | | (New York) |
Cautionary statement regarding forward-looking statements
This communication does not constitute an offer to purchase or a solicitation of an offer to sell any securities.
This communication contains forward-looking statements. GlaxoSmithKline cautions readers that any forward-looking statements made by GlaxoSmithKline, including those made in this communication, are risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of a potential business combination transaction involving GlaxoSmithKline and Human Genome Sciences, including future financial and operating results, GlaxoSmithKline’s plans, objectives, expectations (financial or otherwise) and intentions relating to the potential business combination and other statements that are not historical facts.
Factors that may affect GSK’s operations are described under ‘Risk factors’ in the ‘Financial review & risk’ section in the company’s Annual Report 2011 included as exhibit 15.2 to the company’s Annual Report on Form 20-F for 2011.
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell HGS common stock. The solicitation and offer to buy HGS common stock will only be made pursuant to an offer to purchase and related materials. Investors and securityholders are urged to read these material carefully when they become available since they will contain important information, including the terms and conditions of the offer. The Offer to Purchase and related materials will be filed by GSK with the Securities and Exchange Commission (SEC) and investors and security holders may obtain a free copy of these materials (when available) and other documents filed by GSK with the SEC at the website maintained by the SEC aswww.sec.gov.The Offer to Purchase and related materials may also be obtained (when available) for free by contacting the information agent for the tender offer, D.F. King & Co., Inc. at (212) 269-5550 or (800) 848-2998 (toll-free) or by email at HGStender@dfking.com.
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Brentford, Middlesex
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