GSK plc completed the acquisition of BELLUS Health Inc..
BELLUS will hold the Acquisition Meeting to consider the acquisition on June 16, 2023. The record date for the Acquisition Meeting will be May 15, 2023. As on April 26, 2023, BELLUS announced that it is postponing until June 30, 2023 its annual and special meeting of shareholders previously scheduled to be held on May 4, 2023. The new record date for the Annual Meeting will be May 25, 2023. Superior Court of Québec has issued an interim order authorizing, among other things, the holding of a special meeting of shareholders of BELLUS on June 16, 2023. On May 15, 2023, the Canadian Commissioner of Competition has issued an advance ruling certificate (âARCâ) in respect of the Arrangement and the transactions contemplated therein. The issuance of the ARC satisfies the closing condition of the approval required under the Competition Act under the Arrangement agreement. As of June 16, 2023, BELLUS shareholder approved the transaction. As of June 22, 2023, Québec Superior Court grants the final order to approve the arrangement. The transaction is expected to close in the third quarter of 2023 or earlier. As of June 16, 2023, the transaction is expected to close on or about the end of the second quarter of 2023. The acquisition is expected to be accretive to adjusted EPS from 2027 and has the potential to deliver significant sales through 2031 and beyond.
PJT Partners, Inc. is acting as the exclusive financial advisor to GSK. Krishna Veeraraghavan and Benjamin Goodchild of Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Peter Castiel, Robert Carelli and Oliver Godbout of Stikeman Elliott LLP serve as legal counsel to GSK in connection with the transaction. Centerview Partners is acting as the exclusive financial advisor, and Graham Robinson, Faiz Ahmad, Bill Batchelor, Maya P Florence, Timothy F. Nelson, Maria Raptis, Resa K Schlossberg, David E Schwartz and Moshe Spinowitz of Skadden, Arps, Slate, Meagher & Flom LLP, and Sébastien Roy, Brian Bloom, Charles Tingley, Louis-Martin O'Neill and Faiz Lalani of Davies Ward Phillips & Vineberg LLP serve as legal counsel to BELLUS. Lori P. Westin, Jim Malecha and Lee Johnson of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to BELLUS on patent matters related to the transaction. Centerview Partners LLC and Bloom Burton Securities Inc. acted as fairness opinion providers to BELLUS. BELLUS will pay Centerview an aggregate fee of approximately $46 million, $1 million of which was payable upon the rendering of Centerviewâs opinion. Innisfree M&A Inc. acted as proxy solicitation agent to BELLUS for a fee of $40,000. Computershare Investor Services Inc. is the transfer agent of BELLUS.
GSK plc (LSE:GSK) completed the acquisition of BELLUS Health Inc. (TSX:BLU) on June 28, 2023.