TESARO, Inc. Gives Notice of Anticipated Make-Whole Adjustment Event to Holders of Its Convertible Senior Notes
04 Dezembro 2018 - 07:15PM
TESARO, Inc. (NASDAQ:TSRO), an oncology-focused biopharmaceutical
company, today announced that, pursuant to the terms of the
indenture (the “Indenture”) governing the terms of its 3.00%
Convertible Senior notes due 2021 (the “Notes”), it anticipates
that a Make-Whole Adjustment Event, as such term is defined in the
Indenture, will occur as a result of completion of the proposed
transactions contemplated by the Agreement and Plan of Merger,
dated December 3, 2018 (the “Agreement”), by and between TESARO,
GlaxoSmithKline plc (“Parent”) and Adriatic Acquisition Corporation
(“Purchaser”).
As previously announced, pursuant to the
Agreement, Purchaser will commence a tender offer within the 10
business days following the date of the Agreement (the “Offer”) to
purchase all of the issued and outstanding shares of TESARO common
stock for a price of $75.00 per share in cash upon completion of
the Offer. The Offer will expire at one (1) minute after 11:59 p.m.
Eastern Time on the twentieth (20th) business day (calculated as
set forth in Rule 14d-1(g)(3) under the Securities Exchange Act of
1934, as amended) following (and including the day of) the
commencement of the Offer. Completion of the Offer will be subject
to satisfaction of customary closing conditions, including that the
Shares validly tendered by TESARO stockholders (and not validly
withdrawn prior to the expiration of the Offer) represent at least
one share more than 50% of all Shares outstanding as of the
consummation of the Offer (as calculated in accordance with the
Agreement).
As soon as practicable following completion of
the Offer, Parent will acquire any shares of TESARO that are not
tendered in the Offer through a merger to be governed and effected
under Section 251(h) of the General Corporation Law of the State of
Delaware at the Offer price (the “Merger”). The completion of the
Offer and subsequent consummation of the Merger will constitute a
Make-Whole Adjustment Event under the Indenture. The Offer is
expected to be completed and the Merger is expected to close in the
first quarter of 2019, and for purposes of providing notice of the
anticipated Make-Whole Adjustment Event, TESARO currently
anticipates that the effective date of the Make-Whole Adjustment
Event will be on or about January 21, 2019, subject to extension of
the Offer and satisfaction of the closing conditions. There can be
no assurance that the Offer or the Merger will be consummated on
such date, or at all.
About TESARO
TESARO is an oncology-focused biopharmaceutical
company devoted to providing transformative therapies to people
facing cancer. For more information, visit www.tesarobio.com, and
follow us on Twitter and LinkedIn.
Additional Information and Where to Find
It
The tender offer for TESARO, Inc.’s (“TESARO”)
outstanding common stock described in this communication has not
yet commenced. This communication is neither an offer to purchase
nor a solicitation of an offer to sell shares of TESARO common
stock. A solicitation and an offer to buy shares of TESARO will be
made only pursuant to an offer to purchase and related materials
that GlaxoSmithKline (“GSK”) intends to file with the U.S.
Securities and Exchange Commission (“SEC”). At the time the tender
offer is commenced, GSK will file a Tender Offer Statement on
Schedule TO with the U.S. Securities and Exchange Commission, and
TESARO will file a Solicitation/ Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. Those materials
will be made available to TESARO’s stockholders at no expense to
them by the information agent for the tender offer, which will be
announced. In addition, those materials and all other
documents filed by GSK or caused to be filed by with the SEC will
be available at no charge on the SEC’s website at www.sec.gov.
TESARO STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE
TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT, AS MAY BE AMENDED FROM TIME
TO TIME, AS THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.
TESARO files annual, quarterly and current
reports, proxy statements and other information with the SEC.
TESARO’s filings with the SEC are available to the public from
commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov. Investors and security
holders may also obtain free copies of the documents filed with the
SEC by TESARO at www.tesarobio.com.
Cautionary Statement Regarding
Forward-Looking Statements
This communication includes forward-looking
statements that are subject to risks, uncertainties and other
factors that could cause actual results to differ materially from
those implied by the forward-looking statements. All statements
other than statements of historical fact are statements that could
be deemed forward-looking statements, including all statements
regarding the intent, belief or current expectation of TESARO and
members of its senior management team and can typically be
identified by words such as “believe,” “expect,” “estimate,”
“predict,” “target,” “potential,” “likely,” “continue,” “ongoing,”
“could,” “should,” “intend,” “may,” “might,” “plan,” “seek,”
“anticipate,” “project” and similar expressions, as well as
variations or negatives of these words. Forward-looking statements
include, without limitation, statements regarding the business
combination; the expected timing of the completion of the
transaction; the ability to complete the transaction considering
the various closing conditions; and the accuracy of any assumptions
underlying any of the foregoing. Investors are cautioned that any
such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties and are cautioned
not to place undue reliance on these forward-looking statements.
Actual results may differ materially from those currently
anticipated due to a number of risks and uncertainties. Risks and
uncertainties that could cause the actual results to differ from
expectations contemplated by forward-looking statements include:
uncertainties as to the timing of the tender offer and merger;
uncertainties as to how many of TESARO’s stockholders will tender
their stock in the offer; the possibility that various closing
conditions for the transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; and other
risks and uncertainties detailed from time to time in documents
filed with the SEC by TESARO, including current reports on Form
8-K, quarterly reports on Form 10-Q and annual reports on Form
10-K, as well as the Schedule 14D-9 to be filed by TESARO. All
forward-looking statements are based on information currently
available to TESARO, and TESARO assumes no obligation to update any
forward-looking statements.
Investor/Analyst Contact:Kate
RauschDirector, Investor Relations+1.781.257.2505 or
krausch@tesarobio.com
Media Contact:Kristin
AinsworthVice President, Corporate Affairs, PR &
Advocacy+1.781.786.7007 or kainsworth@tesarobio.com
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