December 7, 2018

Willkie advised Centerview Partners as financial advisor to Tesaro in the transaction.

On December 3, GlaxoSmithKline plc (LSE/NYSE: GSK) and TESARO Inc (NASDAQ: TSRO) announced that GSK will acquire Boston-based Tesaro, an oncology-focused company, for approximately $5.1 billion (£4.0 billion). The proposed transaction is expected to strengthen GSK’s pharmaceutical business, accelerating the build of GSK’s pipeline and commercial capability in oncology.

The acquisition price of $75 per share in cash represents a 110% premium to Tesaro 30 day volume weighted average price of $35.67 and an aggregate consideration of approximately $5.1 billion (£4.0 billion) including the assumption of Tesaro’s net debt.

Tesaro is a commercial-stage oncology-focused biopharmaceutical company, with a major marketed product, Zejula (niraparib), currently approved for use in ovarian cancer. Zejula is currently approved in the US and Europe as a treatment for adult patients with recurrent ovarian cancer who are in response to platinum-based chemotherapy, regardless of BRCA mutation or biomarker status. In addition to ovarian cancer, Zejula is being investigated for use as a possible treatment in lung, breast and prostate cancer. In addition to Zejula, Tesaro has several oncology assets in its pipeline.

Tesaro is based in Waltham, Massachusetts with 763 associates. GSK is a global healthcare company based in the UK, which employs approximately 100,000 people in over 150 countries around the world, with more than a third of these in emerging markets.

The Willkie deal team included partners Steve Seidman and Laura Delanoy and associate Rebecca Wainstein.