Exhibit (a)(5)(D)
GSK amends tender offer conditions to address Human Genome Sciences’ adoption of poison pill
GlaxoSmithKline plc (LSE: GSK) today announced that it has amended the conditions of its tender offer to acquire all of the outstanding shares of Human Genome Sciences (NASDAQ: HGSI) for US$13.00 per share in cash to address the HGS Board of Directors’ adoption of a shareholder rights plan (“poison pill”).
Because HGS has adopted a poison pill, GSK has added a condition to its offer requiring HGS to redeem the pill or, alternatively, GSK being satisfied in its reasonable judgment that the pill has been invalidated or is otherwise inapplicable to GSK’s acquisition of HGS. The tender offer and withdrawal rights are still scheduled to expire at 12:00 midnight New York City time on 7 June 2012.
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.
About GlaxoSmithKline plc:
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.
GlaxoSmithKline Enquiries:
UK Media enquiries: | David Mawdsley | +44 (0) 20 8047 5502 | (London) | |||
| Sarah Spencer | +44 (0) 20 8047 5502 | (London) | ||||
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) | ||||
Sard Verbinnen & Co: | ||||||
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 contains forward-looking statements. GSK cautions readers that any forward-looking statements made by GSK, 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 GSK and HGS, including future financial and operating results, GSK’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 have been made pursuant to an offer to purchase and related materials, as they may be amended from time to time. Investors and securityholders are urged to read these materials carefully since they contain important information, including the terms and conditions of the offer. The offer to purchase and related materials have been filed by GSK with the Securities and Exchange Commission (SEC) and investors and security holders may obtain a free copy of these materials and other documents filed by GSK with the SEC at the website maintained by the SEC as www.sec.gov. The offer to purchase and related materials may also be obtained 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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