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news.GlaxoSmithKline and Sirtris Pharmaceuticals have entered into a definitive agreement pursuant to which GlaxoSmithKline will acquire Sirtris for approximately $720 million or approximately GBP362 million.
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Under the agreement, a subsidiary of GlaxoSmithKline (GSK) will commence a cash tender offer to purchase all of the outstanding shares of Sirtris, at $22.50 per share followed by a second step merger in which any untendered Sirtris shares would be acquired at the same price per share. All outstanding stock options will be cancelled with holders receiving the excess of the transactions price over the exercise price.
The acquisition has been approved by the board of directors of each company and is subject to customary closing conditions, including the tender of at least a majority of Sirtris’s shares and clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The parties anticipate that the tender offer will be commenced in early May and close in the second quarter of 2008.
Sirtris will become part of GSK’s drug discovery organization, while continuing to operate from laboratories in Cambridge, Massachusetts as an autonomous drug discovery unit. Christoph Westphal, CEO and vice chair of Sirtris and the management team will continue to lead this autonomous unit.