UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Amendment No. 2
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
SIRTRIS PHARMACEUTICALS, INC.
(Name of Subject Company (Issuer))
Fountain Acquisition Corporation
and
GlaxoSmithKline plc
(Names of Filing Persons (Offerors))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
82968A105
(CUSIP Number of Class of Securities)
Carol G. Ashe, Esq.
GlaxoSmithKline
One Franklin Plaza (FP 2355)
200 N. 16th Street
Philadelphia, Pennsylvania 19102
(215) 741-4000
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Victor I. Lewkow, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
CALCULATION OF FILING FEE
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Transaction Valuation* |
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Amount of Filing Fee** |
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$692,189,100 |
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$27,203.03 |
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For purposes of calculating the filing fee pursuant to Rule 0-11(d)
only, the Transaction Valuation was calculated on the basis of (i) the
aggregate of 30,763,960 shares of common stock, par value $0.001 per
share, of Sirtris Pharmaceuticals, Inc. outstanding on a fully diluted
basis, consisting of: (a) 29,266,469 shares of common stock issued and
outstanding, and (b) 1,497,491 shares of common stock issuable on or
before expiration of the offer pursuant to existing stock options, and
(ii) the tender offer price of $22.50 per Share. |
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The filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, is calculated by multiplying the
Transaction Valuation by 0.00003930. |
This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed
with the Securities and Exchange Commission on June 2, 2008, amends and supplements the Tender
Offer Statement on Schedule TO filed on May 2, 2008 and as amended by Amendment No. 1, filed on May
20, 2008 (the “Schedule TO”) and relates to the offer by Fountain Acquisition Corporation, a
Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of SmithKline Beecham
Corporation, a Pennsylvania corporation (“SKB”) and an indirect wholly-owned subsidiary of
GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales
(“GSK”), to purchase all outstanding shares of common stock, par value $0.001 per share (the
“Shares”), of Sirtris Pharmaceuticals, Inc., a Delaware corporation (“Sirtris”), at a price of
$22.50 per Share, net to the seller in cash, without interest thereon and less any required
withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase
dated May 2, 2008 (the “Offer to Purchase”) and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the “Offer”), which
are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
This Amendment is being filed on behalf of Purchaser and GSK. Except as specifically provided
herein, this Amendment does not modify any of the information previously reported on the Schedule
TO.
This Amendment is the final amendment to the Schedule TO and, in accordance with Instruction H
of the General Instructions to Schedule TO, constitutes GSK’s and Purchaser’s disclosure under
Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to the Shares
Purchaser acquires in the Offer.
The information set forth in the Offer to Purchase is incorporated by reference to all the
items of this Amendment, except as set forth below. Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Offer to Purchase.
Items 1 through 11.
Items 1, 4, 8 and 11 of the Schedule TO are hereby amended and supplemented by adding the
following:
On June 2, 2008, GSK issued a press release announcing the successful completion of the Offer.
The Depositary for the Offer has advised GSK and Purchaser that, as of the expiration of the Offer
at 12:00 midnight, New York City time, on Friday, May 30, 2008, a total of approximately 28,931,756
Shares were validly tendered to Purchaser and not withdrawn (including approximately 1,347,776
Shares delivered through notices of guaranteed delivery), representing approximately 97.4% of the
Shares outstanding. Purchaser has accepted for payment all Shares that were validly tendered during
the offering period, and payment for such Shares will be made promptly, in accordance with the
terms of the Offer.
Pursuant to the terms of the Merger Agreement, GSK expects to effect a short-form merger of
Purchaser with and into Sirtris in the next several days, without the need for a meeting of Sirtris
stockholders (the “Merger”). Upon the effectiveness of the Merger, each outstanding Share not
purchased in the Offer (other than Shares held in the treasury of Sirtris or owned by GSK or any
direct or indirect wholly-owned subsidiary of GSK or Sirtris or held by stockholders who properly
demand and perfect appraisal rights under Delaware law) will by virtue of the Merger, and without
action by the holder thereof, be canceled and converted into the right to receive an amount in cash
equal to $22.50, without interest thereon and subject to any required withholding taxes, payable to
the holder thereof upon surrender of the certificate formerly representing such Share. As a result
of the Merger, Sirtris will become a wholly-owned subsidiary of GSK. The full text of the press
release issued by GSK is set forth as Exhibit (a)(1)(I) hereto and is incorporated by reference
herein.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(1)(I) Text of press release issued by GSK on June 2, 2008
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