GSK requests board to drop poison pill, blocking takeover of HGS

British drugmaker GlaxoSmithKline Plc (LON:GSK) said it had added as a condition to its USD13.00 (EUR10.35) a share hostile takeover offer for Human Genome Sciences (NASDAQ:HGSI) the request that the board of the US biopharmaceutical firm abandoned the poison pill adopted to block a takeover.

HGS announced on 17 May a poison pill with a 15% trigger and one-year term, to allow the company to fully focus on its strategic review process and to protect shareholders against unsolicited takeover attempts.

GSK decided to take its offer directly to shareholders after HGS’ board turned it down last month as too low.

The British group announced on May 9 it would not take part in HGS’s review of strategic alternatives as invited and would instead launch its tender offer to allow HGS shareholders the chance to appreciate the merits of the offer themselves.

The offer was kicked off on May 10 and will run until June 7, valuing the target at some USD2.6bn.

According to HGS’ board the bid fails to reflect the value inherent to the company’s assets, operations and growth opportunities, including the upside potential represented by its pipeline.

The board advised shareholders not to tender their shares to the bid which it had deemed inadequate and undervaluing the company.

GSK has said it expected the takeover to serve its growth plans which include simplifying the business model, boosting R&D returns and deploying capital in a disciplined manner.

The British buyer is advised by Lazard Ltd (NYSE:LAZ), Morgan Stanley (NYSE:MS), Cleary Gottlieb Steen & Hamilton LLP and Wachtell, Lipton, Rosen & Katz.

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AstraZeneca CEO David Brennan announces early retirement as first quarter profit falls 38%

Anglo-Swedish pharmaceutical company AstraZeneca plc (LSE:AZN) (STO:AZN) (NYSE:AZN) announced today that its chief executive, David Brennan, has decided to retire and step down from the board at the start of June.

Executive director and chief financial officer Simon Lowth will take over as interim chief executive officer from 1 June 2012 until a permanent successor is in place. At the same time Julie Brown, vice president Group Finance, will become interim chief financial officer

Louis Schweitzer will also retire as non-executive chairman on 1 June 2012, three months earlier than originally planned. He will be succeeded on that date by Leif Johansson, who will become chairman of the Nomination and Governance Committee after today’s annual general meeting, AstraZeneca said.

The departure of AstraZeneca’s top two executives was announced on the day the company published its first quarter financial results, revealing that pre-tax profit for the period fell 38% to USD2.05bn, from USD3.29bn a year earlier. Core earnings per share (EPS) amounted to USD1.81, a 19% decline at constant exchange rates compared with the first quarter last year. Excluding two one-off gains last year, core EPS would have increased by 2%.

Revenue for January-March totalled USD7.35bn, a decrease of 11% at constant exchange rates.

AstraZeneca blamed the disappointing results on a loss of exclusivity on several key brands, which it said accounted for eight percentage points of the revenue decline.

Meanwhile revenue from emerging markets increased by 1% at constant exchange rates, reflecting anticipated quarterly phasing. The company expects a rebound in the remaining three quarters, but said that achieving double-digit growth for the full year may be a challenge.

Looking ahead, AstraZeneca has lowered its core EPS target for the full year to the range of USD5.85 to USD6.15 and said that the decline in revenue for the full year is expected to be in the range of the low to mid-teens in constant currency terms.