GlaxoSmithKline plc (GSK), a US$ 42 billion pharmaceutical giant, will commence the tender offer this week to acquire all of the outstanding shares of Maryland-based commercially focused biopharmaceutical company, Human Genome Sciences (HGS) for US$ 13.00 per share in cash. GSK further announced that it will not participate in HGSI strategic alternatives review process.

GSK’s offer represents a premium of 81 per cent to HGS’s closing share price of US$ 7.17 on April 18, the last trading day before HGS publicly disclosed GSK’s private offer.

GSK continues to believe that now is the appropriate time in the evolution of the GSK/HGS relationship for the companies to combine and that GSK is uniquely positioned to deliver on the promises of Benlysta, albiglutide and darapladib.

GSK values the long relationship it has with HGS and has clearly stated its preference to complete a transaction on a friendly basis in a timely fashion. GSK remains willing to meet and review its offer with HGS at any time.

GSK’s decision not to participate in HGS’s strategic alternatives review process and to take its offer directly to HGS shareholders reflects a number of factors, including:

GSK’s participation in the process is unnecessary as its offer is not conditioned on due diligence or financing and can be completed expeditiously.

It is important for HGS shareholders to understand that GSK is committed to proceeding with its offer.

There is clear strategic and financial logic to this combination and HGS shareholders should have the opportunity to decide for themselves on the merits of the offer.

GSK believes that the four weeks that have passed since its offer made on April 11th, together with the additional 20 business days that GSK’s tender offer must remain open following its commencement, provides a reasonable amount of time for HGS to complete its review of alternatives.

GSK continues to believe it has made a full and fair offer which is in the interest of shareholders of both companies. The transaction is well aligned to GSK’s long-term strategy of delivering sustainable growth, simplifying GSK’s business model, enhancing R&D returns and deploying capital with discipline. For HGS shareholders, it provides immediate liquidity at a substantial premium while eliminating further exposure to the significant execution risk inherent in HGS achieving its future growth objectives.

GSK’s offer takes into account the value of Benlysta, albiglutide, darapladib and other assets, as well as the synergies in a business combination. GSK has consistently provided all material data to the financial markets and HGS regarding the progress of Benlysta, albiglutide and darapladib. In respect of HGS’s desire to assure itself that GSK is not in possession of other material information regarding albiglutide or darapladib, GSK has provided HGS with the limited additional clinical information available to GSK that can be shared consistent with regulatory and legal constraints.