Acquisition
GlaxoSmithKline PLC
07 September 2005
GlaxoSmithKline To Acquire ID Biomedical Corporation
LONDON (UK), PHILADELPHIA PA (USA), MISSISSAUGA (CANADA) and VANCOUVER (CANADA),
SEPTEMBER 7, 2005 - GlaxoSmithKline plc (NYSE:GSK) and ID Biomedical Corporation
(TSX: IDB; NASDAQ: IDBE) today announced a definitive agreement for GSK to
acquire ID Biomedical, an integrated biotechnology company dedicated to the
manufacturing and development of innovative vaccine products, including
influenza vaccines. ID Biomedical has facilities in Canada and in the United
States.
GSK's proposed acquisition of ID Biomedical reflects its continuing commitment
to address the public health need for increased supply of influenza vaccines. ID
Biomedical is currently in the process of expanding and upgrading its Canadian
manufacturing facilities, which are expected, beginning in 2007, to produce
around 75 million doses per year of ID Biomedical's Fluviral(TM) egg based
influenza vaccine.
ID Biomedical will become a wholly-owned subsidiary of GSK. Under the terms of
this agreement, the shareholders of ID Biomedical will be entitled to receive
CDN$ 35 per share for a value of approximately CDN$1.7 billion (US$ 1.4
billion-GB£0.8 billion). This represents a premium of 13 percent over the
closing price of the shares on 6 September 2005, and a premium of 30 percent
over the 20-day average share price. At closing, GSK will also assume
responsibility for ID Biomedical's net debt which was US$77 million at June 30,
2005. In addition, upon execution of the agreement, GSK has agreed to loan ID
Biomedical up to US$120 million to repay term debt and finance its cash
requirements to the anticipated closing date. The acquisition, which has been
approved unanimously by both GlaxoSmithKline and ID Biomedical's Boards of
Directors, is subject to the approval of ID Biomedical's shareholders,
applicable regulatory clearances and certain other conditions. The transaction
is expected to close by the end of 2005 or early 2006.
"GSK has moved quickly over the past few months to meet the growing demand for
flu vaccines worldwide and to transform GSK into one of the leading global
influenza vaccine manufacturers," said Jean-Pierre Garnier, Chief Executive
Officer of GSK. "The proposed acquisition of ID Biomedical is a unique strategic
opportunity to increase current capacity of classic flu vaccines, to provide us
with increased capacity for next generation flu vaccines under development and
to help GSK prepare for the threat of a flu pandemic."
"We are very pleased with this agreement," said Anthony Holler, Chief Executive
Officer of ID Biomedical. "GSK's influenza vaccine business is complementary to
our own and with GSK's capital, technologies and international reach, we can
realize benefits that ID Biomedical simply could not obtain on its own. This is
advantageous for our employees and shareholders."
In addition to acquiring an influenza vaccine business with sales to the
Canadian public market, this transaction would enhance GSK's vaccine presence in
the US where Fluarix, GSK's existing influenza vaccine, received FDA approval at
the end of August. ID Biomedical's Fluviral(TM) has been granted fast track
status by the US Food and Drug Administration (FDA) and is eligible for priority
review.
"Combined with our recent investment to double influenza vaccine production
capacity at our facility in Dresden, Germany, and our recent purchase of the
Marietta vaccine site in Pennsylvania, USA where we will develop new flu vaccine
production technology, the acquisition of ID Biomedical could also represent a
major step in GSK's approach against pandemic flu threat," added Jean Stephenne,
President of GSK Biologicals, the vaccines division of GSK. "GSK is also
developing an improved flu vaccine for the elderly."
Rothschild acted as financial advisor to GSK on this transaction. UBS acted as
financial advisor to ID Biomedical on this transaction
About Influenza
Influenza is a highly contagious and potentially fatal virus that affects
millions of people each year worldwide. The flu can reach epidemic levels and
poses a threat, particularly to the oldest and youngest members of society. Many
respiratory diseases occur every winter but influenza is one of the most severe.
Influenza affects 5 to 15 percent of the total global population during seasonal
epidemics, resulting in approximately 3 to 5 million cases of severe illness and
between 250,000 to 500,000 deaths each year across the globe.
The global influenza vaccine production is around 300 million doses annually,
but demand currently exceeds supply and is expected to increase dramatically.
Recent influenza vaccine shortages have shown that the system is vulnerable and
that influenza vaccine supply needs to be secured.
GlaxoSmithKline: A World leader in Vaccines
GSK is one of the world's leading vaccine manufacturers. Belgium is the centre
of all GSK's activities in the field of vaccine research, development and
production. GSK employs more than 1,000 research scientists devoted to
discovering new vaccines and developing more cost-effective and convenient
combination products to prevent infections that cause serious medical problems
worldwide.
In 2004, GSK distributed more than 1.5 billion doses of vaccines to 168
countries in both the developed and developing world, an average of 45 doses per
second.
In the next five years, GSK hopes to launch five major new vaccines: an HPV
vaccine targeting cervical cancer, a vaccine against rotavirus (already approved
in 13 countries including Mexico), a vaccine to prevent pneumococcal disease, an
improved flu vaccine for the elderly, and a meningitis combination vaccine for
infants in the US.
The proposed acquisition would also bring other selected candidate vaccines
under development by ID Biomedical, FluINsure(TM) (an intranasal influenza
vaccine), StreptAvax(TM) (an injectable group A Streptococcus vaccine),
PGCvax(TM) (a Streptococcus pneumonia vaccine), into GSK Biologicals vaccine
pipeline which is already extremely rich and well balanced.
GlaxoSmithKline is one of the world's leading research-based pharmaceutical and
health care companies. GlaxoSmithKline is committed to improving the quality of
human life by enabling people to do more, feel better and live longer. For
company information visit www.gsk.com.
About ID Biomedical
ID Biomedical is an integrated biotechnology company dedicated to the
development of innovative vaccine products. It operates in research,
development, manufacturing, sales and marketing from its facilities in Canada
and in the United States. ID Biomedical is dedicated to becoming a premier
vaccine company with significant marketed products worldwide and an extensive
pipeline in both clinical and preclinical development.
ID Biomedical has a leading position in the Canadian influenza market. It
received a ten-year mandate from the Government of Canada in 2001 to assure a
state of readiness in the case of an influenza pandemic and provide influenza
vaccine for all Canadians in such an event. It also currently supplies
approximately 75% of the Canadian government's influenza vaccine purchases.
For further information on ID Biomedical, please visit the Company's website at
www.idbiomedical.com.
Enquiries:
GSK contacts
GSK Biologicals Communications Anne Walsh +32 2 656 98 31
UK Media enquiries: Philip Thomson +44 208 047 5502
David Mawdsley +44 208 047 5502
Chris Hunter-Ward +44 208 047 5502
Alice Hunt +44 208 047 5502
US Media enquiries: Nancy Pekarek +1 215 751 7709
Mary Anne Rhyne +1 919 483 2839
Patricia Seif +1 215 751 7709
Canada Media enquiries Alison Steeves +1 905 819 3363
European Analyst/Investor enquiries: Duncan Learmouth +44 208 047 5540
Anita Kidgell +44 208 047 5542
Jen Hill +44 208 047 5543
US Analyst/ Investor enquiries: Frank Murdolo +1 215 751 7002
Tom Curry +1 215 751 5419
ID Biomedical contacts
Media enquiries: Michele Roy +1 450 978 6313
Investor enquiries Dean Linden +1 604 431 9314
Teleconference for ID Biomedical's investors
A conference call/web cast to be held this morning, Wednesday, September 7th at
10:30 am Eastern. The call can be accessed by dialing 604-677-8677or at
http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=1237720
A recording of the call will be available until September 21st by dialing
416-640-1917 and entering the code 21151447#.
GSK cautionary statement regarding forward-looking statements
Under the safe harbor provisions of the US Private Securities Litigation Reform
Act of 1995, the company cautions investors that any forward-looking statements
or projections made by the company, including those made in this Announcement,
are subject to risks and uncertainties that may cause actual results to differ
materially from those projected. Factors that may affect the Group's operations
are described under 'Risk Factors' in the Operating and Financial Review and
Prospects in the company's Annual Report on Form 20-F for 2004.
IDB Safe Harbour cautionary statement
This news release includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such statements are those concerning the contemplated
transaction and strategic plans, expectations and objectives for future
operations. All statements, other than statements of historical facts, included
in this press release that address activities, events or developments that the
companies expect, believe or anticipate will or may occur in the future are
forward-looking statements. This includes completion of the proposed
transaction, realization of expected synergies from the transaction and other
matters. These statements are based on certain assumptions made by the companies
based on their experience and perception of historical trends, current
conditions, expected future developments and other factors they believe are
appropriate in the circumstances. Although the companies believe that their
expectations are based on reasonable assumptions, they can give no assurance
that such assumptions will materialize. Such statements are subject to a number
of assumptions, risks and uncertainties, many of which are beyond the control of
the companies. These risks include, but are not limited to, the risks identified
in our filings with the Securities and Exchange Commission or other securities
regulatory authorities. Investors and security holders are cautioned that any
such statements are not guarantees of future performance and that actual results
or developments may differ materially from those projected in the
forward-looking statements.
The forward-looking statements made herein speak only as of the date of this
news release and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances, except
as required by law. The Toronto Stock Exchange has not reviewed and does not
accept responsibility for the adequacy or accuracy of this release.
This release is not intended to be proxy solicitation material and it does not
constitute an offer to sell or a solicitation of an offer to buy shares of GSK
or ID Biomedical.
Brand names appearing in italics throughout this document are trade marks of GSK
or associated companies. Fluviral(TM), FluINsure(TM), StreptAvax(TM) and
PGCvax(TM) are trademarks of ID Biomedical.
This information is provided by RNS
The company news service from the London Stock Exchange