GlaxoSmithKline Announces Waiver of a Condition to the Tender Offer for Genelabs Technologies, Inc.
It is a condition to the completion of the tender offer that there not beany pending or threatened claim by or before any governmental entitychallenging the making or consummation of the offer or contemplated merger orseeking to enjoin the offer or merger. GSK has waived this condition solely tothe extent that it would not be satisfied as a result of the fact that theputative shareholder class action lawsuit, Lanre Rotimi Rollover IRA v.Genelabs Technologies, Inc., et al. is pending in the United States DistrictCourt Northern District of California, San Francisco Division. As of December3, 2008, there was no injunction or order entered pursuant to this lawsuit,which GSK and Genelabs believe is entirely without merit. GSK has not waivedany rights with respect to any other lawsuit or with respect to the entry ofany injunction or order in this lawsuit.
The tender offer was commenced on November 12, 2008 and is scheduled toexpire at 12:00 midnight EST on Wednesday, December 10, 2008, unless extended.The tender offer is being made pursuant to a previously announced Agreementand Plan of Merger dated October 29, 2008 among Genelabs, Gemstone AcquisitionCorporation and SmithKline Beecham Corporation, a wholly-owned subsidiary ofGSK.
All other terms and conditions of the tender offer remain the same,including the condition that, at the expiration of the offer, there have beenvalidly tendered and not withdrawn that number of shares which, together withthe number of shares, if any, then beneficially owned by GSK and itswholly-owned subsidiaries, constitutes at least 90 percent of the total numberof the then outstanding Genelabs shares on a fully diluted basis. The termsand conditions of the tender offer are set forth in the Offer to Purchasedated November 12, 2008.
Questions and requests for assistance may be directed to the InformationAgent for the offer, MacKenzie Partners, Inc., at (212) 929-5500 or(800) 322-2885 (toll free).
About GlaxoSmithKline plc
GlaxoSmithKline plc -- one of the world's leading research-basedpharmaceutical and healthcare companies -- is committed to improving thequality of human life by enabling people to do more, feel better and livelonger. For company information including a copy of this announcement anddetails of the company's updated product development pipeline, visit GSK athttp://www.gsk.com.
This press release is neither an offer to purchase nor a solicitation ofan offer to sell shares of Genelabs. The solicitation and the tender offer tobuy shares of Genelabs is only being made pursuant to the Offer to Purchaseand related materials that GSK and Gemstone Acquisition Corporation filed withthe Securities and Exchange Commission (SEC) on November 12, 2008 and assubsequently amended. Investors and security holders should read thesematerials carefully because they contain important information, including theterms and conditions of the tender offer. Investors and security holders mayobtain free copies of the materials filed with the SEC by GSK and Genelabsrelating to the tender offer through the web site maintained by the SEC athttp://www.sec.gov. In addition, investors and security holders may obtainfree copies of these materials by contacting the Information Agent for theoffer, MacKenzie Partners, Inc., at (212) 929-5500 or (800) 322-2885 (tollfree) or the Investor Relations departments of GSK or Genelabs.
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