Item 8.01 Other Events.
As previously disclosed, on
Under the terms of the Merger Agreement, the consummation of the Merger is
subject to the satisfaction or waiver of customary closing conditions, including
the expiration or termination of the waiting period under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"). Effective as of
Consummation of the Merger remains subject to other customary closing conditions, including the approval of the Merger Agreement by holders of a majority of the outstanding shares of the Company's common stock.
Forward Looking Statements
This communication contains certain statements that constitute forward-looking
statements. These forward-looking statements include, but are not limited to,
statements regarding the satisfaction of conditions to the closing of the
proposed acquisition of the Company by GSK and the expected occurrence and
timing of the consummation of the proposed acquisition, as well as other
statements that are not historical fact. These forward-looking statements are
based on currently available information, as well as the Company's views and
assumptions regarding future events as of the time such statements are being
made. Such forward looking statements are subject to inherent risks and
uncertainties. Accordingly, actual future events or results may differ from
those expressed or implied in such forward-looking statements. Such risks and
uncertainties include, but are not limited to, the risk that the conditions to
the closing of the proposed acquisition are not satisfied, including the risk
that the required approval of the Company's stockholders is not obtained;
potential litigation relating to the proposed acquisition; uncertainties as to
the timing of the consummation of the proposed acquisition and the ability of
each party to consummate the acquisition; the failure to realize anticipated
benefits of the proposed acquisition when expected or at all; potential adverse
reactions or changes to business relationships resulting from the proposed
acquisition, including the effect of the announcement on the ability of the
Company to retain and hire key personnel; risks that the proposed acquisition
disrupts the current plans and operations of the Company; and other risks and
uncertainties described in cautionary statements contained in the Company's
periodic reports filed with the
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