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Biotech / Medical : Theravance - THRX -- Ignore unavailable to you. Want to Upgrade?

To: tom pope who wrote (50)	6/30/2007 1:49:29 PM
From: tuck	Respond to of 74

>>Theravance Announces That GlaxoSmithKline Will Not Exercise Call Right Under Terms of Strategic Alliance to Acquire Additional Shares of Theravance Stock Friday June 29, 4:43 pm ET SOUTH SAN FRANCISCO, CA--(MARKET WIRE)--Jun 29, 2007 -- Theravance, Inc. (NasdaqGM: THRX ) today announced that GlaxoSmithKline plc (NYSE:GSK ) has elected not to exercise the call right granted to GSK as part of the companies' 2004 Strategic Alliance to acquire 50% of Theravance's outstanding common stock for $54.25 per share. "We are excited to move to the next stage of our company's evolution with a pipeline of internally discovered and developed compounds highlighted by three late stage programs: telavancin for the treatment of serious Gram-positive infections; the Gastrointestinal Motility Dysfunction program; and Beyond Advair, a program to develop a once-a-day medicine for the treatment of asthma and COPD with GSK. The Beyond Advair program and our other two respiratory programs partnered with GSK, our inhaled Bifunctional Muscarinic Antagonist-Beta2 Agonist and inhaled Long-Acting Muscarinic Antagonist programs, remain unchanged," said Rick E Winningham, Chief Executive Officer at Theravance. "We will continue to execute our proven strategy of applying multivalency to validated targets in order to discover and develop potential best-in-class medicines. The remainder of 2007 promises to be an exciting time for Theravance, with data from our Phase 2 clinical study on our next generation antibiotic, TD-1792, regulatory review of the telavancin cSSSI New Drug Application, and data from our telavancin Phase 3 Hospital-Acquired Pneumonia program." About Call/Put Provisions of 2004 Strategic Alliance As part of the terms of the Theravance and GSK 2004 Strategic Alliance, in July 2007, GSK had the right to acquire ("call") 50% of Theravance's outstanding common stock at $54.25 per share. Since GSK has elected not to exercise its call right, each holder of Theravance common stock will have the right to require Theravance, using funds provided by GSK, to redeem up to 50% of their common stock at $19.375 per share (the "put"). GSK is contractually obligated to provide, or have its affiliates provide, to Theravance the funds necessary to pay the purchase price for the common stock for which put rights are properly exercised; provided, however, that GSK's maximum obligation for these shares is capped at $525 million. In the event that any shares are put, Theravance will issue to GSK an equal number of shares of Class A common stock and common stock such that the aggregate number of shares issued by Theravance is equal to the number of shares of common stock that are redeemed by Theravance. The period for stockholders to exercise their put rights will commence August 1, 2007 and continue until September 12, 2007.<< This came out after hours Friday. The stock was down some to begin with, and was down some more after hours. Cheers, Tuck