Transkaryotic Therapies, Inc. Confirms That Board of Directors Unanimously Recommends That Stockholders Approve Shire Pharmaceuticals Group plc Transaction
CAMBRIDGE, Mass., July 14 /PRNewswire-FirstCall/ -- Transkaryotic Therapies, Inc. today confirmed that its board of directors unanimously recommends that stockholders vote in favor of the proposed acquisition by Shire Pharmaceutical Group plc. at TKT's special meeting of stockholders on Wednesday, July 27, 2005.
To dispel any uncertainty regarding its position, the board clarified that its recommendation to stockholders to vote in favor of the Shire transaction is unanimous.
In a statement, the board said: "The board conducted a rigorous and deliberative process in reaching an agreement with Shire that provides full, fair and immediate cash value to TKT stockholders. The board's objective throughout this process has been to protect and enhance the value of our stockholders' investment in TKT. The board firmly and unanimously believes that this transaction is in the best interests of stockholders and urges them to approve the transaction."
On April 21, 2005 TKT and Shire entered into an agreement under which Shire agreed to pay $37 in cash for each share of TKT common stock, or approximately $1.6 billion in aggregate value.
If you have any questions or require assistance in voting your shares, please call: INNISFREE M&A INCORPORATED TOLL-FREE, at 1-877-825-8619.
IMPORTANT NOTE: If you hold your shares through a bank or broker, you may be able to vote by telephone, or via the Internet. Please call Innisfree for assistance.
Transkaryotic Therapies, Inc. is a biopharmaceutical company primarily focused on researching, developing and commercializing treatments for rare diseases caused by protein deficiencies. Within this focus, the company markets Replagal(TM), an enzyme replacement therapy for Fabry disease, and is developing treatments for Hunter syndrome and Gaucher disease. In addition to its focus on rare diseases, TKT intends to commercialize Dynepo(TM), its Gene- Activated(R) erythropoietin product for anemia related to kidney disease, in the European Union. TKT was founded in 1988 and is headquartered in Cambridge, Massachusetts, with additional operations in Europe, Canada and South America. Additional information about TKT is available on the company's website at http://www.tktx.com.
Important Additional Information Has Been Filed with the SEC
This communication may be deemed to be soliciting material in respect of the proposed transaction with Shire. In connection with the proposed transaction with Shire, TKT has filed with the SEC and mailed to its stockholders a definitive proxy statement. The definitive proxy statement contains important information about TKT, the transaction and related matters. Investors and security holders are urged to read carefully the definitive proxy statement.
Investors and security holders are able to obtain free copies of the definitive proxy statement and other documents filed by TKT with the SEC through the web site maintained by the SEC at http://www.sec.gov.
In addition, investors and security holders may obtain free copies of the definitive proxy statement from TKT by contacting Corporate Communications, 700 Main Street, Cambridge, Massachusetts 02139.
TKT, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions with Shire. Information regarding TKT's directors and executive officers is contained in TKT's Annual Report on Form 10-K for the year ended December 31, 2004, as amended on May 2, 2005, its Quarterly Report on Form 10- Q for the quarter ended March 31, 2005, its proxy statement for its 2004 Annual Meeting of Stockholders dated April 27, 2004, its Current Reports on Form 8-K dated March 30, 2005, April 15, 2005 and April 27, 2005 and its definitive proxy statement relating to the proposed transaction with Shire dated June 27, 2005, each of which is filed with the SEC. As of May 16, 2005, TKT's directors and executive officers and their affiliates, including Warburg Pincus Equity Partners, L.P., beneficially owned approximately 5,523,536 shares, or approximately 15.3%, of TKT's common stock. All outstanding options for TKT common stock, whether or not vested, including those held by current directors and executive officers, will be cashed out in the merger based on the $37 per share purchase price. In addition, Shire has committed to maintaining TKT's 2005 Management Bonus Plan, in which TKT executive officers participate, in accordance with its current terms in respect of the 2005 performance year. Following the merger, Shire has agreed to provide certain retention and severance benefits to TKT's employees, including its executive officers. Additional information regarding the interests of potential participants is included in the definitive proxy statement related to the proposed transaction and other documents filed by TKT with the SEC.
Safe Harbor for Forward-Looking Statements
This press release contains forward-looking statements regarding the proposed transaction between Shire and TKT, and statements regarding the company's financial outlook, as well as statements about future expectations, beliefs, goals, plans or prospects, including statements containing the words "believes," "anticipates," "plans," "expects," "estimates," "intends," "should," "could," "will," "may," and similar expressions. There are a number of important factors that could cause actual results to differ materially from those indicated by such forward-looking statements, including the failure of TKT and Shire to consummate the proposed merger for any reason, including the failure of the TKT shareholders or Shire shareholders to approve the proposed transaction, and including other factors set forth under the caption "Certain Factors That May Affect Future Results" in the company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, which are on file with the SEC and which factors are incorporated herein by reference. While the company may elect to update forward-looking statements at some point in the future, the company specifically disclaims any obligation to do so, even if its expectations change.
Gene-Activated(R) is a registered trademark and Replagal(TM) is a trademark of Transkaryotic Therapies, Inc. Dynepo(TM) is a trademark of Sanofi-Aventis SA.
For More Information Contact: Justine E. Koenigsberg Daniella M. Lutz Senior Director, Manager, Corporate Communications Corporate Communications (617) 349-0271 (617) 349-0205Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/19990913/TKTLOGOAP Archive: http://photoarchive.ap.orgPRN Photo Desk, firstname.lastname@example.orgTranskaryotic Therapies, Inc.
CONTACT: Justine E. Koenigsberg, Senior Director, CorporateCommunications, +1-617-349-0271, Daniella M. Lutz, Manager, CorporateCommunications, +1-617-349-0205
Web site: http://www.tktx.com//
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