Research-based pharmaceutical and healthcare company GlaxoSmithKline (GSK) has completed acquisition of Human Genome Sciences (HGS) for $3.6bn on an equity basis, or approximately $3 billion net of cash and debt.
With the acquisition, all outstanding shares of HGS were acquired for $14.25 per share in cash.
The 174,430,970 shares, which were tendered and were not withdrawn during the initial and subsequent offering periods and the shares owned by GSK, represent a total of approximately 87% of HGS' outstanding shares.
Based on the merger agreement terms, a wholly-owned subsidiary of GSK exercised its top-up option and as the owner of more than 90% of the HGS outstanding common stock completed a short-form merger with HGS.
The remaining shares of HGS common stock that were not tendered were converted in the merger into the right to receive $14.25 in cash.
Lazard and Morgan Stanley acted as financial advisors to GSK while Cleary Gottlieb Steen & Hamilton and Wachtell, Lipton, Rosen & Katz provided legal advice to GSK.
