The tender offer is being made pursuant to a previously announced agreement and plan of merger dated October 29, 2008 among Genelabs, Gemstone and SmithKline Beecham, a wholly-owned subsidiary of GlaxoSmithKline (GSK).
The Genelabs board of directors has unanimously determined that the tender offer and the merger are fair to, and in the best interests of, Genelabs and the shareholders of Genelabs and adopted and approved the merger agreement, the tender offer and the merger.
The Genelabs board of directors unanimously declared the advisability of the merger agreement and recommends that Genelabs’ shareholders tender their shares pursuant to the tender offer.
The tender offer will expire on December 10, 2008, unless extended in accordance with the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission. The offer is subject to various conditions, including the acquisition by GSK of 90% of the outstanding shares of Genelabs’s common stock on a fully diluted basis.