Human Genome Sciences, Inc (HGSI)

[TerribleTwit]

Bought Out !

[NathanH]

Dead

[Windrider]

anyone get settlement on their shares yet?

[Pick _M_Low]

SC TO-T/A 1 d391341dsctota.htm AMENDMENT NO. 13 TO THE SCHEDULE TO





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





SCHEDULE TO





Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 13)





Human Genome Sciences, Inc.

(Name of Subject Company)





H. Acquisition Corp.

(Offeror)





GlaxoSmithKline plc

(Parent of Offeror)

(Names of Filing Persons)





COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

444903108

(Cusip Number of Class of Securities)

Edgar B. Cale, Esq.

GlaxoSmithKline

2301 Renaissance Boulevard

P.O. Box 61540

King of Prussia, Pennsylvania 19406-2772

610-787-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)





Copies to:




Victor I. Lewkow, Esq.

Benet O’Reilly, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

212-225-2000


Adam O. Emmerich, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

212-403-1000





CALCULATION OF FILING FEE





Transaction Valuation* Amount of Filing Fee**

$3,270,834,377.25
$374,837.62






* Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of: (1) 200,202,597 shares of common stock of Human Genome Sciences, Inc. (“HGS”) issued and outstanding as of July 12, 2012; (2) 17,704,869 shares of common stock of HGS subject to issuance pursuant to currently exercisable options; and (3) 11,624,771 shares of common stock of HGS subject to issuance upon conversion of HGS’s Convertible Subordinated Notes due 2012, in each case as provided by HGS.
** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by .00011460.


x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



Amount Previously Paid: $339,247.21 Filing Party: GlaxoSmithKline plc, H. Acquisition Corp.
Form or Registration No.: Schedule TO Date Filed: May 10, 2012

Amount Previously Paid: $35,590.40 Filing Party: GlaxoSmithKline plc, H. Acquisition Corp.
Form or Registration No.: Schedule TO-T/A Date Filed: July 16, 2012


¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:


x third-party tender offer subject to Rule 14d-1.
¨ issuer tender offer subject to Rule 13e-4.
¨ going-private transaction subject to Rule 13e-3.
¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:


¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)


¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)







This Amendment No. 13 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 10, 2012 (together with any amendments and supplements thereto, the “Schedule TO”) by GlaxoSmithKline plc (“GSK”), a public limited company organized under the laws of England and Wales, and H. Acquisition Corp. (the “Purchaser”), a Delaware corporation and a wholly-owned subsidiary of GSK. The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (together with the associated preferred share purchase rights, the “Shares”), of Human Genome Sciences, Inc., a Delaware corporation (“HGS”), at $14.25 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 10, 2012, (as subsequently amended and supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as subsequently amended and restated from time to time) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

All capitalized terms used in this Amendment No. 13 and not otherwise defined have the respective meanings ascribed to them in the Schedule TO.

Items 1 through 9, and Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

“The subsequent offering period for the Offer expired at 5:00 pm, New York City time, on August 2, 2012. The Depositary for the Offer has advised GSK and Purchaser that approximately 174,430,970 Shares were tendered in and not withdrawn during the Offer and the subsequent offering period (including Shares that had been tendered by notice of guaranteed delivery and subsequently delivered), representing, together with Shares beneficially owned by GSK, a total of approximately 87% of the outstanding Shares of HGS. All Shares validly tendered in the tender offer and not withdrawn were accepted for payment and purchased.

Pursuant to the terms of the Merger Agreement, Purchaser, exercised its top-up option to acquire newly issued shares of Common Stock and then, subsequently as the owner of more than 90% of the outstanding Common Stock, completed a short-form merger with HGS. Each remaining Share of HGS not tendered



2

(other than Shares as to which holders properly exercise appraisal rights and those held by GSK, Purchaser or HGS or any of its subsidiaries), was converted into the right to receive $14.25 in cash, without interest and less any required withholding taxes. As a result, the Common Stock will cease to be traded on NASDAQ. The press release issued by GSK announcing the expiration of the subsequent offering period and the completion of the Merger is attached hereto as Exhibit (a)(5)(K) and is incorporated herein by reference.”

Item 12.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:


(a)(5)(K) Text of press release issued by GSK, dated August 3, 2012.



3

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 3, 2012



GLAXOSMITHKLINE PLC

By:

/s/ Victoria Whyte
Name: Victoria Whyte
Title: Company Secretary
H. ACQUISITION CORP.

By:

/s/ Chester Koczynski
Name: Chester Koczynski
Title: President



4

EXHIBIT INDEX



Index
No.

(a)(1)(A) Offer to Purchase dated May 10, 2012. †

(a)(1)(B) Form of Letter of Transmittal. †

(a)(1)(C) Form of Notice of Guaranteed Delivery. †

(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. †

(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. †

(a)(1)(F) Form of summary advertisement dated May 10, 2012. †

(a)(1)(G) Supplement to Offer to Purchase dated July 19, 2012. †

(a)(1)(H) Form of Amended and Restated Letter of Transmittal. †

(a)(5)(A) Text of press release issued by GSK, dated May 9, 2012. (1)

(a)(5)(B) Text of press release issued by GSK, dated May 10, 2012. †

(a)(5)(C) Text of press release issued by GSK, dated May 17, 2012. †

(a)(5)(D) Text of press release issued by GSK, dated May 23, 2012. †

(a)(5)(E) Text of press release issued by GSK, dated June 1, 2012. †

(a)(5)(F) Text of press release issued by GSK, dated June 8, 2012. †

(a)(5)(G) Text of press release issued by GSK, dated June 15, 2012. †

(a)(5)(H) Text of press release issued by GSK, dated June 25, 2012. †

(a)(5)(I) Text of press release issued by GSK, dated July 16, 2012. †

(a)(5)(J) Text of press release issued by GSK, dated July 30, 2012. †

(a)(5)(K) Text of press release issued by GSK, dated August 3, 2012.

(b) Not applicable.

(d)(1) Agreement and Plan of Merger, among GlaxoSmithKline plc, H. Acquisition Corp. and Human Genome Sciences, Inc., dated as of July 16, 2012. †

(g) Not applicable.

(h) Not applicable.


† Previously filed
(1) Incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by GlaxoSmithKline plc on May 9, 2012.



5

[Pick _M_Low]

UNITED STATES
OMB APPROVAL
OMB Number: 3235-0080
Expires: January 31, 2012
Estimated average burden
hours per response: 1.7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 25
NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION
UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 001-14169
Issuer: HUMAN GENOME SCIENCES INC
Exchange: NASDAQ Stock Market LLC
(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)
Address: 9410 Key West Avenue
Rockville MARYLAND 20850-3338
Telephone number: 1 301 309-8504
(Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices)
Common stock
(Description of class of securities)
Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:
17 CFR 240.12d2-2(a)(1)
17 CFR 240.12d2-2(a)(2)
17 CFR 240.12d2-2(a)(3)
17 CFR 240.12d2-2(a)(4)
Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. 1
Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.
Pursuant to the requirements fo the Securities Exchange Act of 1934, NASDAQ Stock Market LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.
2012-08-03 By Tara Petta Director
Date Name Title
1 Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

[Pick _M_Low]

8-K 1 d389208d8k.htm FORM 8-K





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 8-K





CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 30, 2012





HUMAN GENOME SCIENCES, INC.

(Exact name of registrant as specified in its charter)







Delaware 001-14169 22-3178468

(State or other jurisdiction of

incorporation or organization)


(Commission

File Number)


(I.R.S. Employer

Identification No.)

14200 Shady Grove Road

Rockville, Maryland 20850-7464

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: [phone]





Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 1.01 Entry into a Material Definitive Agreement.

The information included in Item 2.04 below related to the 2012 Notes Supplemental Indenture and the 2018 Notes Supplemental Indenture is incorporated by reference into this Item 1.01.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

2018 Notes

Under the first supplemental indenture, dated as of November 7, 2011, to the indenture dated as of November 7, 2011 between Human Genome Sciences, Inc. (“HGS” or the “Company”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (collectively, the “2018 Notes Indenture”), relating to the Company’s 3.00% Convertible Senior Notes due 2018 (the “2018 Notes”), the acquisition by GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (“GSK”) of more than 50% of the Company’s common stock, par value $0.01 per share (the “Common Stock”), as described below under Item 5.01, constitutes a “Make-Whole Fundamental Change.” As a result, any 2018 Notes that are surrendered for conversion during the related Make-Whole Period (as defined in the 2018 Notes Indenture) will be converted at an increased conversion rate. This Make-Whole Period began on July 30, 2012 and will continue through the business day preceding the Fundamental Change Repurchase Date that is to be announced by HGS as described below. The conversion rate that will be applied to 2018 Notes surrendered for conversion during the Make-Whole Period is 87.1211 shares of Common Stock per $1,000 aggregate principal amount of 2018 Notes.

In addition, the anticipated completion of the Merger (as defined below) described below under Item 5.01 will constitute a “Merger Event” pursuant to the 2018 Notes Indenture and as a result, the 2018 Notes will become convertible into cash in the amount that the holder would have been entitled to receive had such 2018 Note been converted into Common Stock immediately prior to the Merger Event (based upon the Offer Price (as defined below)). The Company and the Trustee have entered into a second supplemental indenture, dated as of July 30, 2012 (the “2018 Notes Supplemental Indenture”) reflecting the replacement of the Common Stock by cash, effective upon the anticipated completion of the Merger. As a result, a holder of 2018 Notes that converts its notes after the Merger but prior to completion of the current Make-Whole Period will receive $1,241.475675 in cash per $1,000 of 2018 Notes converted.

Separately, the Company has notified holders of the 2018 Notes of its election to cash settle any conversions prior to the Merger (and amounts deliverable upon any conversion prior to the Merger will be determined pursuant to provisions of the 2018 Notes Indenture).

The holders of 2018 Notes will also have a repurchase right pursuant to the 2018 Notes Indenture as a result of the acquisition described above, the anticipated Merger, and the anticipated delisting of the Common Stock. Pursuant to that right, any 2018 Notes validly surrendered and not validly withdrawn will be repurchased by the Company at a price of $1,000 in cash per $1,000 principal amount of 2018 Notes, plus accrued and unpaid interest, on a date to be selected and announced by HGS (the “Fundamental Change Repurchase Date”). The Fundamental Change Repurchase Date selected by HGS will be 20 business days to 35 business days after the date on which the Company gives notice of its selection.



2

2012 Notes

The anticipated consummation of the Merger will constitute a “Business Combination” under the indenture dated as of August 9, 2005 between the Company and The Bank of New York Mellon, as Trustee (the “2012 Notes Indenture”), relating to the Company’s 2 1/4% Convertible Subordinated Notes due 2012 (the “2012 Notes”). As a result, the 2012 Notes will become convertible into cash in the amount that the holder would have been entitled to receive had such 2012 Note been converted into Common Stock immediately prior to the Business Combination (based upon the Offer Price). The Company and the Trustee have entered into a first supplemental indenture, dated as of July 30, 2012 (the “2012 Notes Supplemental Indenture”), to the 2012 Notes Indenture reflecting the replacement of the Common Stock by cash, effective upon the anticipated completion of the Merger. As a result, any holder of 2012 Notes that converts its notes after the Merger will receive $801.28 in cash per $1,000 of 2012 Notes converted.

Separately, the Company has notified holders of the 2012 Notes of its election to cash settle any conversions prior to the Merger (and amounts deliverable upon any conversion prior to the Merger will be determined pursuant to provisions of the 2012 Notes Indenture).

The 2012 Notes mature on August 15, 2012 and the principal and accrued but unpaid interest on the 2012 Notes will be payable on that date.


Item 5.01 Changes in Control of Registrant.

As previously disclosed, on July 16, 2012, HGS entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GSK and a wholly owned subsidiary of GSK (“Purchaser”), pursuant to which, among other things, GSK caused Purchaser to amend its May 10, 2012 offer to purchase all of the outstanding shares of Common Stock, including the associated rights to purchase shares of the Series A Junior Participating Preferred Stock, par value $0.01 per share (together with the Common Stock, the “Shares”) for $14.25 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and subject to applicable withholding taxes (as amended, the “Offer”).

On July 30, 2012, GSK announced that the initial offering period had expired at midnight, New York City time, at the end of the day on July 27, 2012 and that the depositary for the Offer advised GSK that a total of 158,607,627 Shares were validly tendered and not withdrawn prior to the expiration of the initial offering period, representing, together with shares beneficially owned by GSK, a total of approximately 79% of the Company’s issued and outstanding Shares, and that a total of 9,155,762 Shares were tendered subject to guaranteed delivery procedures, representing approximately 4% of the Company’s issued and outstanding Shares. All Shares that were validly tendered in the initial offering period and not withdrawn were accepted for payment by Purchaser on July 30, 2012 and Purchaser paid approximately $2.26 billion in cash for the Shares tendered to the depositary in accordance with the terms of the Offer.

On July 30, 2012, GSK also announced that it had commenced a subsequent offering period for all remaining untendered Shares. The subsequent offering period will expire at 5:00 p.m., New York City time, on August 2, 2012. The same Offer Price per Share offered in the initial offering period of the Offer will be paid to holders of Shares who tender their Shares during the subsequent offering period. Purchaser will immediately accept for payment all Shares validly tendered during this subsequent offering period, and payment will be made promptly after acceptance, in accordance with the terms of the Offer. During the subsequent offering period, tendering stockholders will not have withdrawal rights.



3

The $2.26 billion in cash consideration payable to holders of Shares tendered during the initial offering period has been provided by cash on hand at GSK and its subsidiaries and/or cash generated from general corporate activities. In addition, the cash payable to holders of Shares tendered during the subsequent offering period and for Shares to be converted into the right to receive $14.25 per Share upon the merger of Purchaser with and into the Company pursuant to the Merger Agreement (the “Merger”), will be provided by cash on hand at GSK and its subsidiaries and/or cash generated from general corporate activities.

The foregoing description of certain provisions of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on July 16, 2012.

The information set forth below in Item 5.02 is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Merger Agreement provides that, after the consummation of the Offer and at all times thereafter, GSK is entitled to elect or designate a number of directors (the “GSK Designees”) to the Company’s Board of Directors (the “Board”) that is proportionate to the percentage of outstanding Shares owned by it. At all times prior to the effective time of the Merger, GSK is obligated to use its reasonable best efforts to include on the Board at least three members of the Board in office at the time of the execution of the Merger Agreement (the “Continuing Directors”).

Accordingly, in accordance with the terms of the Merger Agreement, effective as of July 30, 2012, each of Allan Baxter, Ph.D., Richard J. Danzig, Collin Goddard, Ph.D., Maxine Gowen, Ph.D., Tuan Ha-Ngoc, John L. LaMattina, Ph.D., George J. Morrow, H. Thomas Watkins and Robert C. Young, M.D. resigned from the Board. The following three directors will continue to serve on the Board as Continuing Directors until the effective time of the Merger: Argeris N. Karabelas, Ph.D., Augustine Lawlor, and Gregory Norden. In addition, effective as of July 30, 2012, the Board appointed the following GSK Designees as members of the Board: Deirdre Connelly, Roger Connor, Chester Koczynski, Adrian Rawcliffe, David Redfern, Ian Tomlinson and Daniel Troy. The Board thereafter fixed the size of the Board at ten directors and appointed the following GSK Designees to serve on the committees of the Board: Deirdre Connelly (Compensation Committee and Nominating and Corporate Governance Committee), Daniel Troy (Compensation Committee and Nominating and Corporate Governance Committee), Adrian Rawcliffe (Finance Committee) and David Redfern (Finance Committee). In addition, the Board also appointed Augustine Lawlor to the Audit Committee. Each of GSK’s Designees are officers of GSK or one of its subsidiaries and additional information about GSK’s Designees was previously disclosed in the Information Statement comprising Annex C to Amendment No. 12 to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on July 19, 2012 (the “Schedule 14D-9”) and is incorporated herein by reference.

Effective as of July 30, 2012, the Board removed the following individuals from their respective positions as officers of the Company: H. Thomas Watkins, Susan Bateson, Sally Bolmer, Ph.D., James H. Davis, Ph.D., Barry A. Labinger, Craig C. Parker, Curran Simpson, David P. Southwell and David C. Stump, M.D. In addition, effective as of July 30, 2012, the Board appointed the following individuals to the following offices: Deirdre Connelly, President and Chief Executive Officer; Adrian Rawcliffe, Chief Financial Officer; and Daniel Troy, Secretary.



4

The other information required by Item 5.02 of Form 8-K is contained in Schedule 14D-9, including the Information Statement comprising Annex C thereto and such information is incorporated herein by reference.

The foregoing description of certain provisions of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on July 16, 2012.



5

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



HUMAN GENOME SCIENCES, INC.

Date: August 1, 2012 By:

/s/ Chester Koczynski
Name: Chester Koczynski
Title: Vice President

[Penny Roger$]

The chart almost looks like a buy out though a reverse 2 for 1 split could have made that happen as well. Have not peered into this one deeper yet.

[Silvr Surfr]

HGSI agrees to takeover by GSK.

[rarefind]

HGSI looks like the GSK bids coming to a end today! Was a sweet play from the 7s.......rareF

[Penny Roger$]

~ Monday! $HGSI ~ Q2 Earnings alerted as posted, pending or coming soon! In Charts and Links Below!

~ $HGSI ~ Earnings expected on Monday *
Want more like this? Search Keyword: MACMONEY >>> http://tinyurl.com/MACMONEY <<<
One or more of many earnings sites has alerted this security has or will be posting earnings on or around the day of this message.








http://stockcharts.com/h-sc/ui?s=HGSI&p=D&b=3&g=0&id=p88783918276&a=237480049




http://stockcharts.com/h-sc/ui?s=HGSI&p=W&b=3&g=0&id=p54550695994



~ Google Finance: http://www.google.com/finance?q=HGSI
~ Google Fin Options: hhttp://www.google.com/finance/option_chain?q=HGSI#
~ Yahoo! Finance ~ Stats: http://finance.yahoo.com/q/ks?s=HGSI+Key+Statistics
~ Yahoo! Finance ~ Profile: http://finance.yahoo.com/q/pr?s=HGSI
Finviz: http://finviz.com/quote.ashx?t=HGSI
~ Marketwatch: http://www.marketwatch.com/investing/stock/HGSI/insideractions


<<<<<< http://www.earningswhispers.com/stocks.asp?symbol=HGSI >>>>>>



http://investorshub.advfn.com/boards/post_prvt.aspx?user=251916

*If the earnings date is in error please ignore error. I do my best.

[parabolicplease]

14$

[rarefind]

Exclusive: Celgene mulls Human Genome Sciences bid - source

Fri Jul 6, 2012 7:03pm EDT

(Reuters) - Celgene Corp (CELG.O) is one of two companies discussing whether to bid for Human Genome Sciences Inc (HGSI.O), which seeks an alternative to a hostile offer by British drugmaker GlaxoSmithKline Plc (GSK.L), a source familiar with the situation said.

Conventional wisdom among investors has been that Human Genome was unlikely to find another bidder, as Glaxo reaps 50 percent of the profit from the lupus drug Benlysta, to which Glaxo and Human Genome share the rights.

Human Genome has so far refused Glaxo's $13 per share, or $2.6 billion offer as too low and Wall Street analysts (surveyed by Reuters in May) had predicted that bid would need to be raised to about $15 per share to succeed.

According to a source familiar with the situation, two companies are in discussions with Human Genome, aside from Glaxo, with Celgene probably in the pole position should it decide to bid.

The source, who spoke on condition of anonymity because the person was not authorized to speak to the media, did not identify the second bidder but said it would most likely be a merger-of-equals scenario. The deadline for bids is July 16.

A Celgene spokesman declined to comment on the company's acquisition-related activity. Representatives for Human Genome were not immediately available for comment.

[rarefind]

15-17 bucks a share coming, strong buy......rareF

[louisa]

Adam Feuerstein ?@adamfeuerstein
JP Morgan holding client call w/ $HGSI CEO Tom Watkins at 1:30 pm EDT

[chmcnfunds]

German gatekeepers nix GSK's lupus drug Benlysta
By Tracy Staton

GlaxoSmithKline's ($GSK < a href="http://servicecenter.fiercemarkets.com/redir?u=http%3A%2F%2Fwww.fiercepharma.com%2Ftags%2Fbenlysta%3Futm_medium%3Dnl%26utm_source%3Dinternal&email=[e-mail]&sp_id=MjgzNTQ3NjI3NjAS1&mid=4055305"; name="fiercepharma_com_tags_ben_HaTLg8JZRLsZ6a4PDmwoA"> Benlysta can't catch a break from European gatekeepers. First, the U.K.'s cost-effectiveness watchdog rejected the lupus treatment, despite a discount scheme. Now, Germany's new, tougher reimbursement regime has given Benlysta another thumbs-down.

Benlysta is the first new treatment for lupus in 50 years, and it was approved to great fanfare last year. Lupus patients and advocacy groups had been anticipating the launch. Nevertheless, the drug has been slow to take off, sales-wise, and negative rulings from the National Institute for Health and Clinical Excellence, and now the German Institute for Quality and Efficiency in Health Care, certainly won't help matters.

Glaxo greeted NICE's final "No" with strong criticism, not just of the Benlysta decision, but of NICE's record at adopting new drugs in general. The company's U.K. chief, Simon Jose, said at the time that NICE shouldn't have compared Benlysta to cheap, off-patent drugs, because it ended up skewing the results and failed "to recognize the benefit of this clinically proven medicine." Patient groups weren't happy either; there's a petition drive underway, and plenty of Benlysta-sympathetic media coverage.

And now, GSK says it's befuddled by IQWiG's draft decision on Benlysta. The agency said the drug did not offer "therapeutically significant additional benefit" for any patient groups, compared with older treatments. That decision could mean a large, forced discount to Benlysta's price on the German market. The agency's announcement was "completely inexplicable form a medical point of view and disregards genuine progress in therapy," the company said (as quoted by Reuters).

- see the Reuters news
________________________________________

HGSI

[rarefind]

18-20 bucks gets the deal done.GSK can afford it and in the long run will make lots of money from the purchase,strong buy still....rareF

[gamesetmatch101]

Moving into SGMO after I sell this, they gotta be next.

[chmcnfunds]

1. GSK puts Human Genome Sciences in play with $2.59B buyout offer
By John Carroll Comment | Forward | Twitter | Facebook | LinkedIn

After more than two years of rumors and speculation, GlaxoSmithKline ($GSK) has finally stepped up to the plate with an offer to buy out its partner Human Genome Sciences ($HGSI) for $2.59 billion, or $13 a share. And in moments speculators bid up HGS's battered share value by 110%, to more than $15, as HGS quickly rejected the offer.

In rejecting the offer, though, HGS also said it was teaming up with Goldman, Sachs and Credit Suisse to explore a sale. In other words, they're looking for new offers to drive up the buyout price, putting the company in play.

GSK's $13 offer would have triggered laughter after the biotech company won approval for Benlysta, a breakthrough drug for lupus. GSK acquired the European license for the drug and seemed the most likely suitor for the developer. But at yesterday's close HGS's disappointing marketing record had beaten down the stock value to $7.17.

But GSK is interested in more than just Benlysta. It's also partnered with the company on the late-stage heart drug darapladib--tapped as a possible blockbuster--as well as the experimental diabetes treatment albiglutide. And now it wants more information on both as it pushes for a buyout.

"Having worked together with Human Genome Sciences for nearly 20 years, we believe there is clear strategic and financial logic to this combination for both companies and our respective shareholders – and that now is the appropriate time in the evolution of our relationship for our two companies to combine," said Glaxo CEO Andrew Witty. Witty went on to outline $200 million in prospective "synergies" following a buyout as HGS is merged into the bigger company.

A GSK/HGS combination has long been one of the most discussed possibilities in the industry. The initial speculation began when Benlysta began to look like a winner in Phase III. Just last August Piper Jaffray speculated that HGS could be had for $21 to $26 a share. But the biotech's high-flying expectations to turn an approval into blockbuster sales quickly ran into trouble, and soon the persistent discussion of a buyout failed to spark even a brief revival in the share price.

GSK chose an opportune moment to strike.

- get the release from HGS
- here's the release from Glaxo
- here's the story from Reuters

Related Articles:
HGS to axe 150 as Benlysta sales continue to disappoint
Is GSK finally ready to move on Human Genome Sciences bid?

Read more about: GlaxoSmithKline
______________________________________________

(no link - embedded in E-mail)

HGSI

[buzz lightyear]

guy adami just stated on " fast money half-time report,"
that he thinks that -hgsi- was worth significantly
more than the current bid. he did not make any predictions
on what will transpire though.

[MoneyBags231]

You go, HGSI!!! I am impressed

[postyle]

So true. I weighed the risk/return of holding and for my small position it just seemed prudent to exit at $14.35. Originally I had my order in at $15 when the market opened, but soon changed that to $14.50. I was impatient and changed it one last time to get a fill... and within minutes it spiked higher. LOL.

Anyway, no complaints. HGSI was a supposed to be a long term value play for my portfolio, but turned into a great short term trade. No complaints.

Wise man, cant look a 100% gainer in the mouth ~ slowing going down a bit.

[Flobewan]

errrr, that would be wise woman, LOL I quit watching it, I took the money and I'm not looking back.

[Flobewan]

errrr, that would be wise woman, LOL I quit watching it, I took the money and I'm not looking back.

[TerribleTwit]

Wise man, cant look a 100% gainer in the mouth ~ slowing going down a bit.

[cicimici83]

anybody expecting gap close today? lol

[buzz lightyear]

CNBC.com Article: Human Genome Stock Up 100% as It Rejects GSK Bid

Human Genome Sciences shares jumped more than 100% after it said Thursday it had rejected an unsolicited bid worth around $2.6 billion from long-time partner GlaxoSmithKline, marking a new takeover battle in a drugs sector that has been swept by M&A recently.

Full Story:
http://www.cnbc.com/id/47097739

------------------------------------------------
Download CNBC Real-Time from the App Store for Free and get Streaming Real-Time quotes, breaking news and the latest videos from CNBC.
http://www.itunes.com/apps/cnbcreal-time



Have a great day,
Kevin

[TerribleTwit]

Still waiting on (INO) to pounce ~~~

[buzz lightyear]

i think this article is not considering the fact that
another major drug company could come in with
a more substantial offer. remember, even though
they would not have total rights and profits, they would
have 50% share of -gsk- profits.
that would " in my opinion," twist -gsk- arm to increase
they're bid substantially, just to deter potential buyers.
i think this share price will go to $20. to $25.
it will be interesting to watch.
" I COULD BE WRONG!!"
just remember: this stock was trading at $30.00
exactly one year ago. { 52 week high - 4/28/11

From: Kevin Hyatt <[e-mail]>
To: Robert Chaney <[e-mail]>
Sent: Thursday, April 19, 2012 10:07 AM
Subject: GlaxoSmithKline pounces on Human Genome with $2.6 billion bid

I thought you might be interested in this:

http://reut.rs/IAuCxJ

I found this using the Thomson Reuters News Pro for iPhone app.

To install News Pro on your iPhone or iPad, visit:

http://reuters.com/mobile



Have a great day,
Kevin

[buzz lightyear]

Here's to hoping others pharms pounce.

thought you might be interested in this:

http://reut.rs/IAuCxJ

I found this using the Thomson Reuters News Pro for iPhone app.

To install News Pro on your iPhone or iPad, visit:

http://reuters.com/mobile



Have a great day,
Kevin

[Flobewan]

It may be that I left money on the table, but I was way up and took the money and ran, I've learned not to be greedy

[buzz lightyear]

(This story has been posted on The Wall Street Journal Online's Health Blog at http://blogs.wsj.com/health.)

By Mark Long
Here's what's making health news this morning:
Glaxo Bids for Human Genome Sciences (WSJ): The U.K. company's longtime research partner rejected the $2.6 billion offer, a wager by Glaxo on the prospects of drugs discovered using Human Genome Sciences technology

[Flobewan]

Yep, I actually sold the rest I had. I had several sells all over 14

[TerribleTwit]

I think you did a smart thing Flobewan,,,,, did you at least get $14.25+ for it ?? I think it might actually sell off to $11/$12 range until GSC comes back w/a rebutal offer.

[TerribleTwit]

16.5 m traded pre ..... holy crap ! $14.54 pre

[TerribleTwit]

Double 'Day' , you are going to be a rich man, depending on how many contracts you bought !!!! Sometimes intuition and luck go hand and hand !! I owned this stock at .46/.48 cents before it ran to $30 .......not holding any now , was waiting for it to drop to round $5 ...oh well, glad to see someone making some big $ though !!

[TerribleTwit]

They will probably get it for $16 /share...

[TerribleTwit]

Owned this puppy at .46 ! WOW ~~~

[surf1944]

6:25AM Human Genome trades above $14 pre-market after co announced earlier that it has received an unsolicited proposal from GlaxoSmithKline (GSK) to acquire HGSI for $13.00/share; Board believes $13 offer does not reflect value inherent in Company (HGSI) 7.17 : The HGS Board of Directors, in consultation with independent financial and legal advisors, has carefully reviewed and considered the GSK offer and has determined that the offer does not reflect the value inherent in HGS. HGS also announced today that its Board of Directors has authorized the exploration of strategic alternatives in the best interests of shareholders, including, but not limited to, a potential sale of the Company. HGS has retained Goldman, Sachs & Co. and Credit Suisse Securities to assist in this process. GSK has been invited to participate in this process and HGS has requested additional information regarding investigational products in GSK's clinical pipeline to which HGS has substantial financial rights, including darapladib, currently in Phase 3 development for the treatment of cardiovascular disease, and albiglutide, currently in Phase 3 development for the treatment of type 2 diabetes.

[buzz lightyear]

Nice. Holdem for the settled amount IMO

[Flobewan]

I'm freaking out, sold some, am now holding freebies

[NotRichYet2]

OOOOPsss Got the offer date wrong - it came out today April 19, 2012

[buzz lightyear]

just surpassed 9,220,963 share volume in
pre-market

[buzz lightyear]

bidding is increasing. the bid book has gone from
200/500 share buyes to 5000/ 20000 share buyes
at $14.47 to $14.50 range. some brokers are betting
big that this stock is going up.

[Doubleday]

I got the 8 buck calls, talk about luck....there isn't even a bid....thank God I held when they were.70 cents.....50 mm shorts running for cover!!!!!

[NotRichYet2]

Based on the UNSOLISITED buyout offer at $13 alone , one would think the PPS would have stayed above $10 at least. Company wants a better offer true but everything is only worth what someone else is willing to pay for it. Has the offer been dropped or expected to be dropped? What am I missing?

[Flobewan]

I held on to some, but had to take some green

[rarefind]

GSK bid 13 dollars a share,hgsi turned it down but the street now believes that GSK will up offer to 15.50-16.00 to get the deal done!

Like another poster said, the first offer was the low ball over, the second will be to get the deal done.Even at 16.00 thats about 4 days turn over for GSK!

[buzz lightyear]

they may have refused the offer, but they are asking
-gsk- to participate with the evaluation being conducted.
which means, they want to sell to -gsk-, but they want
what the company is worth.
-gsk- is taking advantage of -hgsi- weakness in the market,
and " low balling " them, and they know it!
mrk/pfe/bmy/lly/jnj/abt/-- could come in and knock
-gsk- right out of the saddle if they so chose too!! all
of these companies compete against each other. it would
not surprise me if one of them do, just to piss -gsk- off.
all of them have the capital to do so, and not even miss
the money. " just a thought "
" I COULD BE WRONG "

[chmcnfunds]

5.3M shares traded by 8:05 AM

HGSI

[chmcnfunds]

Human Genome surges 99% after rejecting GSK bid. Human Genome Sciences (HGSI) has turned down an unsolicited offer of $13 a share from GlaxoSmithKline (GSK) as undervaluing the company. However Human Genome said it's exploring "strategic alternatives," including a sale, and has invited GSK to take part in the process. HGSI closed at $7.17 yesterday with a market cap of $1.4B. Human Genome's shares rocketed 99% to $14.30 premarket.
_____________________________________________________
http://seekingalpha.com/article/509431-wall-street-breakfast-must-know-news

HGSI