Tesaro To Be Acquired By GSK For Aggregate Consideration Of Approx. $5.1B

GlaxoSmithKline (GSK) and Tesaro Inc. (TSRO) announced that the companies have entered into a definitive agreement pursuant to which GSK will acquire Tesaro, an oncology-focused company based in Waltham, Massachusetts, for an aggregate cash consideration of approximately $5.1B. The proposed transaction significantly strengthens GSK's pharmaceutical business, accelerating the build of GSK's pipeline and commercial capability in oncology.

The acquisition price of $75 per share in cash represents a 110% premium to Tesaro's 30 day Volume Weighted Average Price of $35.67 and an aggregate consideration of approximately $5.1B including the assumption of Tesaro's net debt.

Zejula's revenues in its current approved indication as second-line maintenance treatment for ovarian cancer were $166 million for the 9 months ended 30 September 2018. GSK expects the acquisition of Tesaro and associated R&D and commercial investments will impact Adjusted EPS for the first two years by mid to high single digit percentages, reducing thereafter with the acquisition expected to start to be accretive to Adjusted EPS by 2022. GSK's guidance for full-year 2018 Adjusted EPS growth remains unchanged at 8 to 10% at CER. GSK continues to expect to deliver on its previously published Group Outlooks to 2020, but following the acquisition of Tesaro now expects Adjusted EPS growth at CER for the period 2016-2020 to be at the bottom end of the mid to high single digit percentage CAGR range.

GSK confirms no change to its current dividend policy and continues to expect to pay 80p in dividends for 2018. GSK expects to fund the acquisition from cash resources and drawing under a new acquisition facility.

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