GlaxoSmithKline plc (LSE:GSK) entered into a definitive agreement to acquire Tesaro, Inc. (NasdaqGS:TSRO) from Leon O. Moulder, Mary Lynne Hedley, New Enterprise Associates, Kleiner Perkins, Sofinnova Investment, Inc. and others for $4.3 billion on December 3, 2018. The offer price is $75 per share in cash with an aggregate consideration of approximately $5.1 billion including the assumption of Tesaro's net debt. 5.73 million shares were reserved for issuance upon conversion of Tesaro's 3.00% Convertible Senior Notes due 2021. Following closing of the tender offer, GSK will acquire any shares of Tesaro that are not tendered in the tender offer through a second-step merger under Delaware law at the tender offer price. GSK expects to fund the acquisition from cash resources and drawing under a new acquisition facility. In the event that Tesaro terminates the merger agreement, Tesaro must pay termination fee of $162.5 million.

The transaction is subject to satisfaction of customary closing conditions, including the tender by Tesaro stockholders of at least one share more than 50% of the issued and outstanding shares of Tesaro, required regulatory approvals and clearance by the US Federal Trade Commission including subject to the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Consummation of the Offer is not subject to a financing condition. Boards of both Tesaro and GlaxoSmithKline have unanimously approved the transaction. On December 3, 2018, in connection with the execution and delivery of the merger agreement, each of Leon O. Moulder, Jr., Mary Lynne Hedley, Ph.D., and stockholders affiliated with New Enterprise Associates and Kleiner Perkins, solely in their respective capacities as stockholders of Tesaro, each entered into a tender and support agreement, who collectively own approximately 25.9% of the outstanding shares. As of December 31, 2018, the applicable waiting period under the HSR Act expired. Accordingly, the portion of the offer conditions relating to the expiration or termination of the waiting period under the HSR Act in respect of the transactions contemplated by the merger agreement has been satisfied. The transaction is expected to complete in the first quarter of 2019. As of December 14, 2018, the tender offer commenced and will expire on January 14, 2019. As on January 15, 2019, the expiry date of the tender offer has been extended to January 18, 2019 unless further extended. As on January 16, 2019, the transaction was approved by FCA and FCO. GSK expects the acquisition of Tesaro and associated R&D and commercial investments will affect 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.

PJT Partners acted as financial advisor, Bank of America Merrill Lynch acted as corporate broker to GSK. Guy O'Keefe, Oliver Storey, Charlie McGarel Groves and Wallis Rushforth of Slaughter and May and Matthew Behrens, Maroun El Hachem, Jordan Altman, George A. Casey, Doreen Lilienfeld, George Karafotias and Derrick Lott of Shearman & Sterling LLP acted as legal advisors to GSK. Citigroup Global Markets Inc. acted as financial advisor for an aggregate fee of $44 million and Alan Hartman, Mark Robinson and Jason Lee of Centerview Partners LLC acted as financial advisors for an aggregate fee of $22 million while Christopher D. Comeau and Paul M. Kinsella of Ropes & Gray LLP and Asher Rubin, William Intner, Jessica Bisignano, Justin Chivinski, Chloe Chung, Adam Mortillaro, Lauren Battaglia, Leigh Oliver and Nick Hoover of Hogan Lovells US LLP acted as legal advisors to Tesaro. Steve Seidman and Laura Delanoy of Willkie Farr & Gallagher LLP advised Centerview Partners as financial advisor to Tesaro. Tesaro's in house deal team is general counsel Joseph Farmer, deputy general counsel Jerald Korn, Jennifer Tousignant, head of IP, and senior corporate counsel Chase Jayasekera. Computershare Trust Company, NA acted as transfer agent to Tesaro and depositary to GSK. Innisfree M&A Inc. acted as information agent to GSK. Will Nevin and Gabrielle Wong, Susie Nguyen and Benjamin Robinson of Herbert Smith Freehills has advised Bank of America Merrill Lynch as the sole underwriter and mandated lead arranger on the financing of acquisition. Davis Polk & Wardwell, LLP acted as an advisor to Citigroup Global Markets Inc.

GlaxoSmithKline plc (LSE:GSK) completed the acquisition of Tesaro, Inc. (NasdaqGS:TSRO) from Leon O. Moulder, Mary Lynne Hedley, New Enterprise Associates, Kleiner Perkins, Sofinnova Investment, Inc. and others on January 22, 2019. As of the expiration of the tender offer on January 18, 2019, 50.12 million shares of Tesaro were tendered. GlaxoSmithKline completed the acquisition of Tesaro today through a merger under Section 251(h) of DGCL on January 22, 2019. Tesaro will become the wholly owned subsidiary of GlaxoSmithKline post acquisition. The registered office of Tesaro shall be established and maintained in New Castle county in Wilmington. William J. Mosher and Norman J. Vojir, Directors of GlaxoSmithKline became the Directors of Tesaro post acquisition. Hal V. Barron became the President and Kevin Sin and Kristen B. Slaoui became the Vice President of Tesaro post acquisition. David M. Mott, Lawrence M. Alleva, James O. Armitage, M.D., Earl M. (Duke) Collier, Jr., Mary Lynne Hedley, Lonnie O. Moulder, Jr. ,Garry A. Nicholson, Kavita Patel, M.D., Beth Seidenberg, M.D. and Pascale Witz resigned as Directors from the board and from all committees on which they served. As on January 22, 2019, all the conditions related to the transaction were satisfied and minimum tender was achieved.