GSK completes tender offer for shares of Genelabs Technologies

The depositary for the tender offer has advised GlaxoSmithKline (GSK) that shareholders of Genelabs have tendered and not withdrawn a total of approximately 39.25 million shares of Genelabs common stock. These shares, together with the shares beneficially owned by GSK and its wholly-owned subsidiaries, represent approximately 88.55% of the outstanding shares of Genelabs on a fully diluted basis. Gemstone has accepted for payment all Genelabs shares tendered in the offer.

GSK has also announced that Gemstone exercised its ‘top-up’ option in accordance with the previously announced merger agreement with Genelabs. The exercise of the top-up option allowed Gemstone to increase its share ownership percentage of Genelabs through the purchase of newly-issued shares of Genelabs common stock at the tender offer price.

As a result, Gemstone owns more than 90% of the outstanding shares of Genelabs common stock and intends to effect a short-form merger as promptly as practicable, without the need for a meeting of Genelabs shareholders.

In the merger, Gemstone will acquire all other Genelabs shares at the same $1.30 per share price, without interest and less any required withholding taxes, that was paid in the tender offer. As a result of the merger, Genelabs will become a wholly-owned subsidiary of GSK and Genelabs shares will cease to be traded on the NASDAQ capital market.