The minimum tender condition was reduced to the number of Genelabs’s shares that when added to the maximum number of Genelabs’s shares issuable in the top-up option equals one share more than 90% of the outstanding Genelabs shares on a fully diluted basis. Based on information provided by Genelabs, GlaxoSmithKline (GSK) estimates the minimum tender condition to be 74.8% of the outstanding Genelabs shares on a fully diluted basis.
Genelabs granted Gemstone Acquisition, a wholly-owned subsidiary of GSK, the top-up option pursuant to the previously announced agreement and plan of merger, dated October 29, 2008.
Following the payment for shares tendered in the offer and, if necessary, the exercise of the top-up option, and subject to customary closing conditions, GSK expects promptly to cause the completion of a short-form merger of Gemstone with and into Genelabs.
In light of the reduction of the minimum tender condition, Gemstone has extended the tender offer until January 6, 2009, unless the tender offer is further extended. The tender offer was scheduled to expire on December 29, 2008.