SC TO-C

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

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

of the Securities Exchange Act of 1934

 

 

TESARO, INC.

(Name of Subject Company)

ADRIATIC ACQUISITION CORPORATION,

GLAXOSMITHKLINE LLC

and

GLAXOSMITHKLINE PLC

(Name of Filing Persons (Offerors))

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

881569107

(CUSIP Number of Class of Securities)

 

 

Lisa DeMarco, Esq.

GlaxoSmithKline

1250 Collegeville Road/ UP4110

Collegeville, Pennsylvania 19426-0989

215-817-2456

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

 

 

Copy to:

George A. Casey

George Karafotias

Derrick Lott

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Telephone: +1 (212) 848-4000

 

 

Calculation of Filing Fee

 

Transaction Valuation   Amount of Filing Fee
N/A   N/A
 
☐ 

Check the 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 date of its filing.

 

Amount Previously Paid: N/A      Filing Party: N/A
Form or Registration No.: N/A      Date Filed: N/A

 

☒ 

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:

 

  ☒ 

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:  ☐

 

 

 


SCHEDULE TO

The pre-commencement communications filed under cover of this Tender Offer Statement on Schedule TO are being filed by GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales (“GSK”), pursuant to General Instruction D to Schedule TO related to a planned cash tender offer for all of the issued and outstanding shares of common stock, par value $0.0001 per share of TESARO, Inc., (the “Company”) pursuant to an Agreement and Plan of Merger, dated as of December 3, 2018, by and among GSK, Adriatic Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of GSK (“Purchaser”), and the Company.

Additional Information

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the issued and outstanding shares of common stock of the Company described in this announcement has not commenced. At the time the tender offer is commenced, GSK, GlaxoSmithKline LLC, a Delaware limited liability company (“GSK LLC”), and Purchaser will file, or will cause to be filed, a Schedule TO Tender Offer Statement with the U.S. Securities and Exchange Commission (the “SEC”) and the Company will file a Schedule 14D-9 Solicitation/Recommendation Statement with the SEC, in each case with respect to the tender offer. The Schedule TO Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the Schedule 14D-9 Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Company’s stockholders at no expense to them by the information agent for the tender offer, which will be announced. In addition, those materials and all other documents filed by, or caused to be filed by, GSK, GSK LLC and Purchaser with the SEC will be available at no charge on the SEC’s website at www.sec.gov.

Forward-looking Statements

GSK cautions investors that any forward-looking statements or projections made by GSK, including those made in this press announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Such factors include, but are not limited to, those described under Item 3.D Principal risks and uncertainties in GSK’s Annual Report on Form 20-F for 2017. GSK is providing the information in this announcement as of this date and does not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

 

Item 12.

Exhibits.

 

(a)(5)(a)   Joint Press Release, date December 3, 2018, GSK and Tesaro, Inc.
(a)(5)(b)   E-mail, dated December 3, 2018, from Emma Walmsley, GSK’s Chief Executive Officer, to the Company employees
(a)(5)(c)   GSK Newsflash to all GSK Pharma Employees from Hal Barron & Luke Miles on December 3, 2018
(a)(5)(d)   GSK investor call slides, dated December 3, 2018
(a)(5)(e)   Social media content issued by GSK on December 3, 2018
Exhibit (A)(5)(A)

EXHIBIT (A)(5)(A)

 

PRESS

RELEASE

   LOGO      LOGO

 

Issued: 3 December 2018, London UK – LSE Announcement

GSK reaches agreement to acquire TESARO, an oncology focused biopharmaceutical company

 

 

GlaxoSmithKline plc (LSE/NYSE: GSK) and TESARO Inc (NASDAQ: TSRO) today announced that the Companies have entered into a definitive agreement pursuant to which GSK will acquire TESARO, an oncology-focused company based in Waltham, Massachusetts, for an aggregate cash consideration of approximately $5.1 billion (£4.0 billion). The proposed transaction will significantly strengthen GSK’s pharmaceutical business, accelerating the build of GSK’s pipeline and commercial capability in oncology.

TESARO is a commercial-stage biopharmaceutical company, with a major marketed product, Zejula (niraparib), an oral poly ADP ribose polymerase (PARP) inhibitor currently approved for use in ovarian cancer. PARP inhibitors are transforming the treatment of ovarian cancer, notably demonstrating marked clinical benefit in patients with and without germline mutations in a BRCA gene (gBRCA). 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.

Clinical trials to assess the use of Zejula in “all-comers” patient populations, as a monotherapy and in combinations, for the significantly larger opportunity of first line maintenance treatment of ovarian cancer are also underway. These ongoing trials are evaluating the potential benefit of Zejula in patients who carry gBRCA mutations as well as the larger population of patients without gBRCA mutations whose tumours are HRD-positive and HRD-negative. Results from the first of these studies, PRIMA, are expected to be available in the second half of 2019.

GSK also believes PARP inhibitors offer significant opportunities for use in the treatment of multiple cancer types. In addition to ovarian cancer, Zejula is currently being investigated for use as a possible treatment in lung, breast and prostate cancer, both as a monotherapy and in combination with other medicines, including with TESARO’s own anti-PD-1 antibody (dostarlimab, formerly known as TSR-042).

In addition to Zejula, TESARO has several oncology assets in its pipeline including antibodies directed against PD-1, TIM-3 and LAG-3 targets.

Emma Walmsley, Chief Executive Officer, GSK, said: “The acquisition of TESARO will strengthen our pharmaceuticals business by accelerating the build of our oncology pipeline and commercial footprint, along with providing access to new scientific capabilities. This combination will support our aim to deliver long-term sustainable growth and is consistent with our capital allocation priorities. We look forward to working with TESARO’s talented team to bring valuable new medicines to patients.”

Hal Barron, Chief Scientific Officer and President, R&D, GSK, said: “Our strong belief is that PARP inhibitors are important medicines that have been under appreciated in terms of the impact they can have on cancer patients. We are optimistic that Zejula will demonstrate benefit in patients with ovarian cancer beyond those who are BRCA-positive as front-line treatment. We are also very excited that through this transaction, we will have the opportunity to work with an outstanding Boston-based oncology group with deep clinical development expertise and together we will explore Zejula’s efficacy beyond ovarian cancer into multiple tumour types to help many more patients.”

Lonnie Moulder, Chief Executive Officer, TESARO, said: “This transaction marks the beginning of a new global partnership that will accelerate our oncology business and allow our mission of delivering transformative products to individuals living with cancer to endure. Our Board and


PRESS

RELEASE

   LOGO      LOGO

 

Management team are very pleased to announce this transaction, and we are grateful to the management team at GSK for their tremendous vision and the opportunity to preserve and build upon the impact we have had in the cancer community to date.”

Mary Lynne Hedley, President and Chief Operating Officer, TESARO, said: “This partnership marks an evolution in the way we live out the TESARO mission and will allow us to more rapidly deliver on our commitment to patients. I am excited to be partnering with our new colleagues at GSK as together we advance innovative scientific and drug development strategies that ultimately enable us to provide more time for more patients.”

Financial highlights

The acquisition price of $75 per share in cash represents a 110% premium to TESARO’s 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.

Zejula’s revenues in its current approved indication as second-line maintenance treatment for ovarian cancer were $166 million for the 9 months ended 30 September 2018.

GSK expects the acquisition of TESARO and associated R&D and commercial investments will impact Adjusted EPS for the first two years by mid to high single digit percentages, reducing thereafter with the acquisition expected to start to be accretive to Adjusted EPS by 2022.

GSK’s guidance for full-year 2018 Adjusted EPS growth remains unchanged at 8 to 10% at CER. GSK continues to expect to deliver on its previously published Group Outlooks to 2020, but following the acquisition of TESARO now expects Adjusted EPS growth at CER for the period 2016-2020 to be at the bottom end of the mid to high single digit percentage CAGR range.

Guidance and Group Outlooks are given on the bases set out on pages 37 and 38 of GSK’s Q3 2018 results, including definitions of CER growth and Adjusted results.

GSK confirms no change to its current dividend policy and continues to expect to pay 80p in dividends for 2018.

GSK expects to fund the acquisition from cash resources and drawing under a new acquisition facility.

Structure and Terms of the Transaction

Under the terms of the merger agreement between GSK and TESARO, unanimously approved by TESARO’s Board of Directors, an indirect subsidiary of GSK will commence a tender offer within the next 10 business days to acquire all of the issued and outstanding shares of TESARO common stock for a price of $75 per share in cash upon completion of the offer. The transaction is expected to complete in the first quarter of 2019, subject to satisfaction of customary closing conditions, including the tender by TESARO stockholders of at least one share more than 50% of the issued and outstanding shares of TESARO and required regulatory approvals, including clearance by the US Federal Trade Commission. Following closing of the tender offer, GSK will acquire any shares of TESARO that are not tendered in the tender offer through a second-step merger under Delaware law at the tender offer price.

The value of the gross assets of TESARO to be acquired (as at 30 September 2018) is $711 million (£555 million at the rate of £1 = $1.28, being the 30 November spot rate). The net losses of the business were $466 million for the 9 months ended 30 September 2018 (£345 million, at the rate of £1 = $1.35, being the average rate for the 9 months ended 30 September 2018).

GSK is in discussions with several key executives of TESARO to ensure their continued employment with the company.

Additional information and where to find it

This press announcement is for informational purposes only and is neither an offer to purchase nor a


PRESS

RELEASE

   LOGO      LOGO

 

solicitation of an offer or a recommendation to sell securities, nor is it a substitute for the tender offer materials that GSK and its indirect subsidiary, Adriatic Acquisition Corporation, will file with the Securities and Exchange Commission (the “SEC”). The tender offer for the outstanding shares of TESARO’s common stock described in this press announcement has not commenced. At the time the tender offer is commenced, GSK and Adriatic Acquisition Corporation will file, or will cause to be filed, a Schedule TO Tender Offer Statement with the SEC, and, thereafter, TESARO will file a Schedule 14D-9 Solicitation/Recommendation Statement with the SEC, in each case with respect to the tender offer. The Schedule TO Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the Schedule 14D-9 Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials (once they become available) will be made available to TESARO’s stockholders at no expense to them by the information agent for the tender offer, which will be announced. In addition, those materials and all other documents filed by or caused to be filed by TESARO or GSK with the SEC will be available at no charge on the SEC’s website at www.sec.gov. In addition to the Schedule 14D-9 Solicitation/Recommendation Statement and Schedule TO Offer Statement (once each becomes available), TESARO and GSK file or furnish, as applicable, annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by TESARO at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-0330 for further information on the public reference room. TESARO’s and GSK’s filings with the SEC are also available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person responsible for arranging the release of this announcement on behalf of GSK is V.A. Whyte, Company Secretary.

Analyst conference call details

14:00 UK / 09:00 EST Monday 3 December

UK Direct: 01296 480 100

UK freephone: 0800 783 0906

US Direct: +1 718 354 1175

US freephone: + 1866 804 8688

Passcode: 177 245 38

Rest of world dial in numbers:

http://www.btconferencing.com/globalaccess/?bid=54_attended

TESARO portfolio and pipeline

Zejula is an orally active and potent poly ADP-ribose polymerase (PARP) inhibitor. PARP is a family of proteins involved in many functions in a cell, including DNA repair, gene expression, cell cycle control, intracellular trafficking and energy metabolism. PARP proteins play key roles in single strand break repair through the base excision repair pathway. PARP inhibitors have shown activity as a monotherapy against tumours with existing DNA repair defects, such as BRCA1 and BRCA2, and as a combination therapy when administered together with anti- cancer agents that induce DNA damage or activate the immune system.

TESARO’s development pipeline also has a number of novel oncology candidates that modulate the function of the immune system via different mechanisms. By blocking the interaction of PD-1, TIM-3 and LAG-3 with their respective ligands, antibodies to these targets aim to restore immune anti-cancer function in patients across a variety of tumour types.


PRESS

RELEASE

   LOGO      LOGO

 

Compound

  

Indication

  

Phase

Niraparib    Ovarian cancer maintenance (PRIMA)    Phase 3
Niraparib + dostarlimab (anti-PD-1 mAb)    First-line ovarian cancer treatment (FIRST)    Phase 3
Niraparib + anti-PD-1 mAb    Advanced NSCLC, squamous cell carcinoma of the lung    Phase 2
Niraparib + bevacizumab    First-line ovarian cancer maintenance (OVARIO)    Phase 2
Niraparib + bevacizumab    Recurrent ovarian cancer (AVANOVA) (in collaboration with ENGOT, the European Network for Gynaecological Oncological Trial groups)    Phase 2
Niraparib + pembrolizumab    Triple negative breast or ovarian cancer (TOPACIO)    Phase 2
Dostarlimab (anti-PD-1 mAb)    MSI-H tumours including metastatic endometrial cancer (GARNET)    Phase 1
Niraparib + chemotherapy    Ewing’s sarcoma (in collaboration with SARC, the Sarcoma Alliance for Research through Collaboration)    Phase 1
Dostarlimab (anti-PD-1 mAb)    Various tumour types    Phase 1
Dostarlimab +/- bevacizumab + niraparib or carboplatin-paclitaxel    Advanced or metastatic cancer    Phase 1
TSR-022 (anti-TIM-3 mAb)    Various tumour types (AMBER)    Phase 1
TSR-033 (anti-LAG-3 mAb    Various tumour types (CITRINO)    Phase 1
Anti-LAG-3/PD-1 bispecific antibody    Various tumour types    Discovery
Undisclosed small molecule and antibody I-O candidates    Various tumour types    Discovery

Advisors

GSK is being advised by PJT Partners and additionally by Bank of America Merrill Lynch, who is also acting as corporate broker. Legal advice is being provided by Shearman & Sterling LLP, with Slaughter and May advising on the acquisition facility.

Citi is serving as TESARO’s lead financial advisor, with Centerview Partners also providing financial advice. Legal advice is being provided by Ropes & Gray LLP, and Hogan Lovells.

Notes to editors:

About TESARO

TESARO is an oncology-focused biopharmaceutical company devoted to providing transformative therapies to people facing cancer. The company is based in Boston and has 763 associates. For more information, visit www.tesarobio.com, and follow us on Twitter and LinkedIn.

About GSK

GSK is a science-led global healthcare company with a special purpose: to help people do more, feel better, live longer. For further information please visit www.gsk.com.

About GSK Oncology

GSK is focused on delivering transformational therapies for cancer patients. GSK’s pipeline is focused on immuno-oncology, cell therapy, and epigenetics. Our goal is to achieve a sustainable flow of new treatments for cancer patients based on a diversified portfolio of investigational medicines utilising modalities such as small molecules, antibodies, multi-specific molecules, adjuvants and cells, either alone or in combination.


PRESS

RELEASE

   LOGO      LOGO

 

About Zejula (niraparib)

Zejula (niraparib) is a poly (ADP-ribose) polymerase (PARP) inhibitor indicated for the maintenance treatment of adult patients with recurrent epithelial ovarian, fallopian tube, or primary peritoneal cancer who are in a complete or partial response to platinum-based chemotherapy. In preclinical studies, Zejula concentrates in the tumour relative to plasma, delivering greater than 90% durable inhibition of PARP 1/2 and a persistent antitumour effect. Myelodysplastic Syndrome/Acute Myeloid Leukemia (MDS/AML), including some fatal cases, was reported in patients treated with Zejula. Discontinue Zejula if MDS/AML is confirmed. Hematologic adverse reactions (thrombocytopenia, anemia and neutropenia), as well as cardiovascular effects (hypertension and hypertensive crisis) have been reported in patients treated with Zejula. Monitor complete blood counts to detect hematologic adverse reactions, as well as to detect cardiovascular disorders, during treatment. Zejula can cause fetal harm and females of reproductive potential should use effective contraception. Please see full prescribing information, including additional important safety information, available at www.zejula.com.

About Ovarian Cancer

Approximately 22,000 women are diagnosed with ovarian cancer each year in the US, and more than 65,000 women are diagnosed annually in Europe. Ovarian cancer is the fifth leading cause of cancer death among women. Despite high-response rates to platinum-based chemotherapy in the second-line advanced treatment setting, approximately 85% of patients with advanced ovarian cancer will experience recurrence. Once ovarian cancer recurs, it’s considered incurable. From there, with each recurrence, the time a woman may spend without her cancer progressing until the next recurrence gets shorter.

About PARP Inhibitor/PARP-1 and PARP-2 Inhibitors

PARP, or poly(ADP-ribose) polymerase, is a family of proteins that helps repair damaged DNA in cells. A PARP inhibitor like Zejula may prevent cancer cells from repairing their damaged DNA, which can cause cancer cells to die. This may slow the return or progress of cancer. Zejula can also impact other cells and tissues in the body

About BRCA / HRD

BRCA is a gene that is linked to increased risk for cancer. Mutations in this gene can prevent DNA repair. Mutations or aberrations in BRCA or other genes that prevent DNA repair result in a state of homologous recombination deficiency, or “HRD”. Cancer cells with HRD are especially sensitive to PARP inhibitors, which have been shown to shrink tumours in patients with HRD and increase the time in which patients are free from cancer progression. The genomic tests used to define HRD are evolving. To date, clinical studies of PARP inhibitors have primarily relied on tests for BRCA gene mutations to select patients for treatment with a PARP inhibitor. Other tests, such as MyChoice and FoundationOne have been used in clinical trials of ovarian cancer to identify patients whose tumors have HRD and are sensitive to PARP inhibitors. However, more sensitive tests involving such things as whole genome screening and functional genomic analyses are needed to identify additional patients with cancer who might benefit from treatment with PARP inhibitors.

GSK enquiries:

 

UK Media enquiries:    Simon Steel    +44 (0) 20 8047 5502    (London)
   Tim Foley    +44 (0) 20 8047 5502    (London)
US Media enquiries:    Sarah Spencer    +1 215 751 3335    (Philadelphia)
   Mary Anne Rhyne    +1 919 483 0492    (North Carolina)


PRESS

RELEASE

   LOGO      LOGO

 

Analyst/Investor enquiries:    Sarah Elton-Farr    +44 (0) 208 047 5194    (London)
   Danielle Smith    +44 (0) 20 8047 7562    (London)
   James Dodwell    +44 (0) 20 8047 2406    (London)
   Mel Foster-Hawes    +44 (0) 20 8047 0674    (London)
   Jeff McLaughlin    +1 215 751 7002    (Philadelphia)

TESARO enquiries:

 

Analyst/investor enquiries:    Kate Rausch    +1 781 257 2505                        
Media enquiries    Kristin Ainsworth    +1 781 786 7007   

Cautionary statements regarding forward-looking statements

GSK cautions investors that any forward-looking statements or projections made by GSK, including those made in this announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Such factors include, but are not limited to, those described under Item 3.D Principal risks and uncertainties in the company’s Annual Report on Form 20-F for 2017. Guidance and Group Outlooks are given on the bases set out on pages 37 and 38 of GSK’s Q3 2018 results, including definitions of CER growth and Adjusted results.

This communication also includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 related to TESARO and the acquisition of TESARO by GSK that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of TESARO and members of its senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the business combination, similar transactions, prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for TESARO’s business; the commercial success of TESARO’s products; the anticipated timing of clinical data; the possibility of unfavorable results from clinical trials; filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of TESARO’s stockholders will tender their stock in the offer; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effects of the transaction (or the announcement thereof) on relationships with associates, customers, other business partners or governmental entities; transaction costs; the risk that the merger will divert management’s attention from TESARO’s ongoing business operations; changes in TESARO’s businesses during the period between now and the closing; risks associated with litigation; and other risks and uncertainties detailed from time to time in documents filed with the Securities and Exchange Commission by TESARO, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by TESARO. All forward-looking statements are based on information currently available to TESARO, and TESARO assumes no obligation to update any forward-looking statements.

Registered in England & Wales:

No. 3888792

Registered Office:

980 Great West Road

Brentford, Middlesex

TW8 9GS

Exhibit (A)(5)(B)

EXHIBIT (A)(5)(B)

Subject line: Reaching even more patients together

To everyone in the team at TESARO,

This is a big day for all of us and I want to let you know we are absolutely thrilled that our companies have reached an agreement, which would join us together.

As part of the process to explore this opportunity, we’ve learned a lot about your company. You must be incredibly proud of what TESARO has accomplished in the last eight years. We’ve been impressed with the quality of your science, technical rigour, commercial acumen – and, importantly, the talent and passion of the team. You share GSK’s commitment to delivering great science for patients. We want to help you globalise your mission to reach patients everywhere.

We’re particularly excited to partner with you on Zejula. PARP inhibitors are transforming the way ovarian cancer is treated and we share your belief that they can impact multiple cancer types. By combining your expertise with our new R&D approach, focused on the importance of genetic mechanisms, we would make sure we explore the full potential of Zejula, not only as a first-line maintenance treatment for ovarian cancer, but beyond into other types of cancer, both in monotherapy and in combinations. Additionally, the promise of Zejula in combination with anti-PD-1 therapy, as well as other medicines, would offer us the opportunity to continue making an impact in the oncology market – globally.

Of course, you will have lots of questions. Let me be very clear, our number one priority will be to preserve and support the great work this fantastic company is already doing. A critical first step will be to form a steering committee, which will be co-chaired by Hal Barron, GSK’s Chief Scientific Officer and Mary Lynne. They will bring together senior leaders from both organisations and together this team will guide the important work of joining our companies, while ensuring we preserve the valuable culture that you have built. More details will come over the next few weeks.

I’m very excited about what we could achieve together.

Emma

Emma Walmsley

GSK CEO

Additional Information

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the issued and outstanding shares of common stock of the Company described in this announcement has not commenced. At the time the tender offer is commenced, GSK, GlaxoSmithKline LLC, a Delaware limited liability company (“GSK LLC”), and Purchaser will file, or will cause to be filed, a Schedule TO Tender Offer Statement with the U.S. Securities and Exchange Commission (the “SEC”) and the Company will file a Schedule 14D-9 Solicitation/Recommendation Statement with the SEC, in each case with respect to the tender offer. The Schedule TO Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the Schedule 14D-9 Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Company’s stockholders at no expense to them by the information agent for the tender offer, which will be announced. In addition, those materials and all other documents filed by, or caused to be filed by, GSK, GSK LLC and Purchaser with the SEC will be available at no charge on the SEC’s website at www.sec.gov.

Forward-looking Statements

GSK cautions investors that any forward-looking statements or projections made by GSK, including those made in this press announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Such factors include, but are not limited to, those described under Item 3.D Principal risks and uncertainties in GSK’s Annual Report on Form 20-F for 2017. GSK is providing the information in this announcement as of this date and does not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

Exhibit (A)(5)(C)

EXHIBIT (A)(5)(C)

 

Newsflash to all Pharma from Hal Barron & Luke Miles

December 3 2018

     LOGO  

 

 

Subject line: Delivering transformational medicines for patients

Dear Colleagues,

By now you will have seen the exciting announcement that GSK has reached an agreement to acquire TESARO, an oncology-focused biopharmaceutical company based in Waltham, near Boston.

This is an important day for us which reflects our commitment to our new R&D approach to strengthen our pipeline and deliver the next generation of medicines to patients. Importantly, Zejula would become a catalyst to accelerate the building of our oncology commercial organization. As you know, GSK is committed to growing its speciality presence and we see this as a real opportunity to accelerate the building of our oncology presence.

Zejula is TESARO’s promising oral poly (ADP-ribose) polymerase (PARP) inhibitor, 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. Our scientific interest in TESARO is driven by a belief that the PARP inhibitor class is significantly under-appreciated and that, with our support, many more patients could benefit from Zejula than would have been possible without this acquisition.

PARP inhibitors have shown dramatic clinical benefit in patients with BRCA gene mutations (gBRCAmut), who have ovarian cancer. TESARO’s development strategy is anchored in a belief that a substantial number of patients beyond gBRCAmut can benefit from Zejula. In newly diagnosed ovarian cancer, 85% of patients do not have gBRCA mutations. Other types of DNA repair defects are commonly found in ovarian cancers with 50% of patients having tumours considered to have these defects, called HRD+ tumours. The PRIMA Phase 3 trial is assessing Zejula as monotherapy in patients with newly diagnosed ovarian cancer. A successful trial readout has the potential to increase the number of eligible patients by two to three-fold if Zejula is found to be effective in women with HRD+ tumours. Results from this trial are expected in H2 2019.

The importance of synthetic lethality and increased focus on functional genomics are part of our new R&D approach. PARP inhibitors are the first synthetic lethal targeted therapies to be approved for patients with cancer. This would be a fantastic opportunity to use our strategy to further develop Zejula to help as many patients as possible.

In addition to Zejula, TESARO has several oncology assets in its pipeline including antibodies directed against PD-1, TIM-3 and LAG-3 targets. We are also excited by these potential medicines as they would significantly strengthen our own immuno-oncology pipeline.

As well as great science, coming together with TESARO means we would have a new Boston-based oncology group with outstanding people to further strengthen our efforts and potentially attract even more outstanding talent to GSK.

Over the coming weeks and months, we will be focused on how our organizations can be most effective together with TESARO, but for that to occur it will be paramount that we take the time to really understand each other and identify how best to help patients. Until the acquisition is complete and we have done this work, it is ‘business as usual’ and there should be no interaction with TESARO Associates unless requested by a member of the Steering Committee.

To this effect, we are setting up a Steering Committee, which Hal will co-chair with Mary Lynne Hedley (COO of TESARO) and Luke will also be a member. It will bring together senior leaders from both teams, and we look forward to updating the organization on its progress.

 

  


Newsflash to all Pharma from Hal Barron & Luke Miles

December 3 2018

     LOGO  

 

 

 

We hope you are as excited as we are about what we could achieve together with TESARO. This is an outstanding company and its exciting science is having a profound impact on patients which, together, we could further advance.

Warm regards,

Hal & Luke

Additional Information

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the issued and outstanding shares of common stock of the Company described in this announcement has not commenced. At the time the tender offer is commenced, GSK, GlaxoSmithKline LLC, a Delaware limited liability company (“GSK LLC”), and Purchaser will file, or will cause to be filed, a Schedule TO Tender Offer Statement with the U.S. Securities and Exchange Commission (the “SEC”) and the Company will file a Schedule 14D-9 Solicitation/Recommendation Statement with the SEC, in each case with respect to the tender offer. The Schedule TO Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the Schedule 14D-9 Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Company’s stockholders at no expense to them by the information agent for the tender offer, which will be announced. In addition, those materials and all other documents filed by, or caused to be filed by, GSK, GSK LLC and Purchaser with the SEC will be available at no charge on the SEC’s website at www.sec.gov.

Forward-looking Statements

GSK cautions investors that any forward-looking statements or projections made by GSK, including those made in this press announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Such factors include, but are not limited to, those described under Item 3.D Principal risks and uncertainties in GSK’s Annual Report on Form 20-F for 2017. GSK is providing the information in this announcement as of this date and does not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

 

  
Exhibit (A)(5)(D)

EXHIBIT(A)(5)(D) Accelerating our priorities and building our capabilities in Oncology GSK to acquire TESARO 3 December 2018 EXHIBIT(A)(5)(D) Accelerating our priorities and building our capabilities in Oncology GSK to acquire TESARO 3 December 2018


Cautionary statements This presentation may contain forward-looking statements. Forward-looking statements give the Group’s current expectations or forecasts of future events. An investor can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as ‘anticipate’, ‘estimate’, ‘expect’, ‘intend’, ‘will’, ‘project’, ‘plan’, ‘believe’, ‘target’ and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results. Other than in accordance with its legal or regulatory obligations (including under the Market Abuse Regulations, UK Listing Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority), the Group undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should, however, consult any additional disclosures that the Group may make in any documents which it publishes and/or files with the US Securities and Exchange Commission (SEC). All investors, wherever located, should take note of these disclosures. Accordingly, no assurance can be given that any particular expectation will be met and investors are cautioned not to place undue reliance on the forward-looking statements. Forward-looking statements are subject to assumptions, inherent risks and uncertainties, many of which relate to factors that are beyond the Group’s control or precise estimate. The Group cautions investors that a number of important factors, including those in this presentation, could cause actual results to differ materially from those expressed or implied in any forward-looking statement. Such factors include, but are not limited to, those discussed under Item 3.D ‘Risk factors’ in the Group’s Annual Report on Form 20-F for FY 2017. Any forward-looking statements made by or on behalf of the Group speak only as of the date they are made and are based upon the knowledge and information available to the Directors on the date of this presentation. A number of adjusted measures are used to report the performance of our business, which are non IFRS measures. These measures are defined and reconciliations to the nearest IFRS measure are available in our third quarter 2018 earnings release and Annual Report on Form 20-F for FY 2017. All expectations and targets regarding future performance should be read together with “Assumptions related to 2018 guidance and 2016-2020 outlook” on page 38 of our third quarter 2018 earnings release. This communication is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of TESARO’s (the “Company”) common stock described in this communication has not commenced. At the time the tender offer is commenced, Adriatic Acquisition Corporation and GlaxoSmithKline plc will file, or will cause to be filed, a Schedule TO Tender Offer Statement with the Securities and Exchange Commission (the “SEC”), and the Company will file a Schedule 14D-9 Solicitation/Recommendation Statement with the SEC, in each case with respect to the tender offer. The Schedule TO Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the Schedule 14D-9 Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Company’s stockholders at no expense to them by the information agent for the tender offer, which will be announced. In addition, those materials and all other documents filed by, or caused to be filed by, Adriatic Acquisition Corporation and GlaxoSmithKline plc with the SEC will be available at no charge on the SEC’s website at www.sec.gov. 2Cautionary statements This presentation may contain forward-looking statements. Forward-looking statements give the Group’s current expectations or forecasts of future events. An investor can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as ‘anticipate’, ‘estimate’, ‘expect’, ‘intend’, ‘will’, ‘project’, ‘plan’, ‘believe’, ‘target’ and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results. Other than in accordance with its legal or regulatory obligations (including under the Market Abuse Regulations, UK Listing Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority), the Group undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should, however, consult any additional disclosures that the Group may make in any documents which it publishes and/or files with the US Securities and Exchange Commission (SEC). All investors, wherever located, should take note of these disclosures. Accordingly, no assurance can be given that any particular expectation will be met and investors are cautioned not to place undue reliance on the forward-looking statements. Forward-looking statements are subject to assumptions, inherent risks and uncertainties, many of which relate to factors that are beyond the Group’s control or precise estimate. The Group cautions investors that a number of important factors, including those in this presentation, could cause actual results to differ materially from those expressed or implied in any forward-looking statement. Such factors include, but are not limited to, those discussed under Item 3.D ‘Risk factors’ in the Group’s Annual Report on Form 20-F for FY 2017. Any forward-looking statements made by or on behalf of the Group speak only as of the date they are made and are based upon the knowledge and information available to the Directors on the date of this presentation. A number of adjusted measures are used to report the performance of our business, which are non IFRS measures. These measures are defined and reconciliations to the nearest IFRS measure are available in our third quarter 2018 earnings release and Annual Report on Form 20-F for FY 2017. All expectations and targets regarding future performance should be read together with “Assumptions related to 2018 guidance and 2016-2020 outlook” on page 38 of our third quarter 2018 earnings release. This communication is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of TESARO’s (the “Company”) common stock described in this communication has not commenced. At the time the tender offer is commenced, Adriatic Acquisition Corporation and GlaxoSmithKline plc will file, or will cause to be filed, a Schedule TO Tender Offer Statement with the Securities and Exchange Commission (the “SEC”), and the Company will file a Schedule 14D-9 Solicitation/Recommendation Statement with the SEC, in each case with respect to the tender offer. The Schedule TO Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the Schedule 14D-9 Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Company’s stockholders at no expense to them by the information agent for the tender offer, which will be announced. In addition, those materials and all other documents filed by, or caused to be filed by, Adriatic Acquisition Corporation and GlaxoSmithKline plc with the SEC will be available at no charge on the SEC’s website at www.sec.gov. 2


Agenda Strategic rationale Emma Walmsley, Chief Executive Officer Competitive PARP inhibitor Dr Hal Barron with promising early Chief Scientific Officer and President R&D stage pipeline Accelerating our Oncology Luke Miels, capabilities President, Global Pharmaceuticals Transaction details Simon Dingemans, Chief Financial Officer 3Agenda Strategic rationale Emma Walmsley, Chief Executive Officer Competitive PARP inhibitor Dr Hal Barron with promising early Chief Scientific Officer and President R&D stage pipeline Accelerating our Oncology Luke Miels, capabilities President, Global Pharmaceuticals Transaction details Simon Dingemans, Chief Financial Officer 3


Delivering on our strategic and capital allocation priorities Innovation Performance Trust 4Delivering on our strategic and capital allocation priorities Innovation Performance Trust 4


The proposed transaction will present a compelling opportunity to deliver long term sustainable growth Strengthens Accelerates build Oncology pipeline of Oncology capabilities Existing commercial asset: Zejula in Near term catalyst in Zejula in: second line maintenance of platinum • First line maintenance treatment of sensitive ovarian cancer ovarian cancer beyond gBRCA mutation population New US and European commercial footprint in oncology, with medical/ • Additional tumour types customer functions Further optionality from early stage Boston-based R&D team, to support pipeline and immuno-oncology asset GSK’s recruitment of world-class combinations scientists and biotech collaborators 5 gBRCA: germline BReast CAncer susceptibility gene Trademarks are the property of their respective ownersThe proposed transaction will present a compelling opportunity to deliver long term sustainable growth Strengthens Accelerates build Oncology pipeline of Oncology capabilities Existing commercial asset: Zejula in Near term catalyst in Zejula in: second line maintenance of platinum • First line maintenance treatment of sensitive ovarian cancer ovarian cancer beyond gBRCA mutation population New US and European commercial footprint in oncology, with medical/ • Additional tumour types customer functions Further optionality from early stage Boston-based R&D team, to support pipeline and immuno-oncology asset GSK’s recruitment of world-class combinations scientists and biotech collaborators 5 gBRCA: germline BReast CAncer susceptibility gene Trademarks are the property of their respective owners


PARP inhibitors: wider application than has been appreciated High grade serous ovarian cancer* – PARP inhibitors have transformed the treatment of gBRCA ovarian cancer (15%) – Prior to the publication of TESARO’s NOVA study, non-gBRCA PARP inhibitors were thought to only benefit HRD- patients with gBRCA (50%) non-gBRCA HRD+ – Evidence is mounting that suggest there is a (35%) significant opportunity to help many more patients (HRD positive – and potentially “all comers”) – in the first line maintenance (1LM) setting PARP: poly ADP-ribose polymerase; HRD: homologous recombination deficiency * As per Myriad test – HRD+ percentage may be higher 6PARP inhibitors: wider application than has been appreciated High grade serous ovarian cancer* – PARP inhibitors have transformed the treatment of gBRCA ovarian cancer (15%) – Prior to the publication of TESARO’s NOVA study, non-gBRCA PARP inhibitors were thought to only benefit HRD- patients with gBRCA (50%) non-gBRCA HRD+ – Evidence is mounting that suggest there is a (35%) significant opportunity to help many more patients (HRD positive – and potentially “all comers”) – in the first line maintenance (1LM) setting PARP: poly ADP-ribose polymerase; HRD: homologous recombination deficiency * As per Myriad test – HRD+ percentage may be higher 6


NOVA study: designed to assess outcomes in distinct biomarker populations Patients were prospectively assigned to two cohorts based on their hereditary gBRCA mutation 1 status and then randomised 2:1 within each cohort Carry niraparib 300 mg R Patients with PFS* gBRCAmut 2:1 Placebo (n=203) recurrent ovarian, CR fallopian tube, or or primary peritoneal PR cancer receiving minimum of 4 cycles niraparib 300 mg Do not carry of platinum-based R PFS* gBRCAmut 2:1 chemotherapy Placebo (n=350) Tumours of patients randomised to the non-gBRCA mutation cohort were tested for the presence of homologous 2 recombination deficiency ® *PFS efficacy analysis was based on a blinded central independent radiologic and clinical oncology review committee 1. niraparib (niraparib) capsules [prescribing information]. Waltham MA: TESARO, Inc.; 2017; CR = complete response; gBRCA = germline breast cancer susceptibility gene; gBRCAmut = gBRCA mutation; 2. Mirza MR, Monk BJ, Herrstedt J, et al. N Engl J Med. 2016;375:2154-2164. PFS = progression-free survival; PR = partial response; R = randomised BRCA TESTNOVA study: designed to assess outcomes in distinct biomarker populations Patients were prospectively assigned to two cohorts based on their hereditary gBRCA mutation 1 status and then randomised 2:1 within each cohort Carry niraparib 300 mg R Patients with PFS* gBRCAmut 2:1 Placebo (n=203) recurrent ovarian, CR fallopian tube, or or primary peritoneal PR cancer receiving minimum of 4 cycles niraparib 300 mg Do not carry of platinum-based R PFS* gBRCAmut 2:1 chemotherapy Placebo (n=350) Tumours of patients randomised to the non-gBRCA mutation cohort were tested for the presence of homologous 2 recombination deficiency ® *PFS efficacy analysis was based on a blinded central independent radiologic and clinical oncology review committee 1. niraparib (niraparib) capsules [prescribing information]. Waltham MA: TESARO, Inc.; 2017; CR = complete response; gBRCA = germline breast cancer susceptibility gene; gBRCAmut = gBRCA mutation; 2. Mirza MR, Monk BJ, Herrstedt J, et al. N Engl J Med. 2016;375:2154-2164. PFS = progression-free survival; PR = partial response; R = randomised BRCA TEST


NOVA study shows efficacy beyond gBRCA Activity in HRD negative patients suggests tests do not currently recognise all HRD positive patients or additional mechanisms are at play gBRCA mutation Non-gBRCA mutation HR: HR: 0.27 0.45 Non-gBRCA mutation, HRD positive HRD negative HR: HR: 0.38 0.58 8NOVA study shows efficacy beyond gBRCA Activity in HRD negative patients suggests tests do not currently recognise all HRD positive patients or additional mechanisms are at play gBRCA mutation Non-gBRCA mutation HR: HR: 0.27 0.45 Non-gBRCA mutation, HRD positive HRD negative HR: HR: 0.38 0.58 8


Monotherapy versus combination therapy in 1LM Competing approaches to the “all comers” opportunity PAOLA-1 study evaluating PRIMA study evaluating Zejula Lynparza in combination with monotherapy in “all comers” Avastin in “all comers” – Potential for broad “all comers” or HRD+ label – Avastin currently approved for use in 1LM based on inclusion criteria for PRIMA: ovarian cancer but benefits are limited, AEs significant, and uptake has been low – All comers with primary endpoint segregated by HRD status (of which – Primary endpoint stratified by response to first HRD+ represents 50% of patients) line treatment and gBRCA status – Interim safety data at ESMO showed starting – Daily oral Lynparza, twice daily dosing, with dose of 200mg meaningfully reduced AEs Avastin infusion every 3 weeks without impact on efficacy – Data expected 2H 2019 – Daily oral therapy, once a day dosing – Data expected 2H 2019 Trademarks are the property of their respective owners 9Monotherapy versus combination therapy in 1LM Competing approaches to the “all comers” opportunity PAOLA-1 study evaluating PRIMA study evaluating Zejula Lynparza in combination with monotherapy in “all comers” Avastin in “all comers” – Potential for broad “all comers” or HRD+ label – Avastin currently approved for use in 1LM based on inclusion criteria for PRIMA: ovarian cancer but benefits are limited, AEs significant, and uptake has been low – All comers with primary endpoint segregated by HRD status (of which – Primary endpoint stratified by response to first HRD+ represents 50% of patients) line treatment and gBRCA status – Interim safety data at ESMO showed starting – Daily oral Lynparza, twice daily dosing, with dose of 200mg meaningfully reduced AEs Avastin infusion every 3 weeks without impact on efficacy – Data expected 2H 2019 – Daily oral therapy, once a day dosing – Data expected 2H 2019 Trademarks are the property of their respective owners 9


HRD status likely to identify non-gBRCA patients who will benefit from PARP inhibitors Potential to expand the number of patients by 3x Scope for improvement as current HRD test likely does not capture all potential HRD patients Other Promoter genetic Commercially available test for methylation mutations HRD is available from Myriad Genetics Assesses for BRCA 1 and BRCA 2 status, as BRCA1/2 unidentified well as 3 biomarkers associated with HRD - LOH HRD mutation causes (loss of heterozygosity), LST (large-scale state transitions), and TAI (telomeric allelic imbalance). Very few patients tested for HRD today Inability to repair DNA We anticipate a shift from gBRCA testing today to HRD testing in the future as data supports use of PARP inhibitors in HRD 10 positive patients Genomic instabilityHRD status likely to identify non-gBRCA patients who will benefit from PARP inhibitors Potential to expand the number of patients by 3x Scope for improvement as current HRD test likely does not capture all potential HRD patients Other Promoter genetic Commercially available test for methylation mutations HRD is available from Myriad Genetics Assesses for BRCA 1 and BRCA 2 status, as BRCA1/2 unidentified well as 3 biomarkers associated with HRD - LOH HRD mutation causes (loss of heterozygosity), LST (large-scale state transitions), and TAI (telomeric allelic imbalance). Very few patients tested for HRD today Inability to repair DNA We anticipate a shift from gBRCA testing today to HRD testing in the future as data supports use of PARP inhibitors in HRD 10 positive patients Genomic instability


HRD testing could enable further development opportunities for Zejula Mono/combo therapy Indication Study Zejula monotherapy Ovarian cancer 1LM PRIMA Zejula plus anti PD-1 mAb Ovarian cancer 1LM FIRST Zejula plus anti PD-1 mAb or NSCLC, SSCL JASPER Zejula monotherapy Zejula plus Avastin Ovarian cancer 1LM OVARIO Zejula plus Avastin Recurrent ovarian cancer AVANOVA Zejula plus Keytruda Triple negative breast TOPACIO cancer or ovarian cancer Zejula monotherapy Metastatic castration GALAHAD* resistant prostate cancer Zejula plus chemo Ewing’s sarcoma * Study conducted by partner Janssen: 11 royalties and milestones payable on sales and development milestonesHRD testing could enable further development opportunities for Zejula Mono/combo therapy Indication Study Zejula monotherapy Ovarian cancer 1LM PRIMA Zejula plus anti PD-1 mAb Ovarian cancer 1LM FIRST Zejula plus anti PD-1 mAb or NSCLC, SSCL JASPER Zejula monotherapy Zejula plus Avastin Ovarian cancer 1LM OVARIO Zejula plus Avastin Recurrent ovarian cancer AVANOVA Zejula plus Keytruda Triple negative breast TOPACIO cancer or ovarian cancer Zejula monotherapy Metastatic castration GALAHAD* resistant prostate cancer Zejula plus chemo Ewing’s sarcoma * Study conducted by partner Janssen: 11 royalties and milestones payable on sales and development milestones


Additional pipeline assets will provide upside potential Complementary to existing GSK assets with potential for development of combinations Dostarlimab: a potentially TSR-022: anti TIM-3 TSR-033: anti LAG-3 differentiated anti PD-1 antibody antibody GARNET registration trial TIM-3 (T-cell immunoglobulin and Anti-LAG-3 antibody under ongoing in MSI-H tumours; mucin domain-3) functions as a investigation for various tumour types encouraging data presented at ESMO pattern recognition receptor that CITRINO study in multiple tumour 2018 dampens the anti-tumour immune types ongoing response BLA planned for 2L treatment of endometrial cancer planned by end Phase 2 AMBER study in combination 2019 with TSR-042 ongoing Combination study with ZEJULA Potential for use in treatment of underway in ovarian cancer NSCLC Combination studies in breast and Early data: dose response indicative NCSLC planned of activity Dostarlimab: previously known as TSR-042 12 MSI-H: microsatellite instability high; BLA: biologics license application; NSCLC: non small cell lung cancer Additional pipeline assets will provide upside potential Complementary to existing GSK assets with potential for development of combinations Dostarlimab: a potentially TSR-022: anti TIM-3 TSR-033: anti LAG-3 differentiated anti PD-1 antibody antibody GARNET registration trial TIM-3 (T-cell immunoglobulin and Anti-LAG-3 antibody under ongoing in MSI-H tumours; mucin domain-3) functions as a investigation for various tumour types encouraging data presented at ESMO pattern recognition receptor that CITRINO study in multiple tumour 2018 dampens the anti-tumour immune types ongoing response BLA planned for 2L treatment of endometrial cancer planned by end Phase 2 AMBER study in combination 2019 with TSR-042 ongoing Combination study with ZEJULA Potential for use in treatment of underway in ovarian cancer NSCLC Combination studies in breast and Early data: dose response indicative NCSLC planned of activity Dostarlimab: previously known as TSR-042 12 MSI-H: microsatellite instability high; BLA: biologics license application; NSCLC: non small cell lung cancer


Zejula well positioned in an evolving market Zejula well positioned to take Treatment paradigms in ovarian cancer are evolving advantage of these trends – Increased use of maintenance therapy – Leading position in the 2LM ovarian cancer market – PARP monotherapy to dominate 1L gBRCA ovarian cancer maintenance – First PARP to have monotherapy data for 1LM market beyond gBRCA population – Increased use of PARP monotherapy in [ (PRIMA) non-gBRCA patients who test positive for HRD – Data from ongoing OVARIO study in combination with bevacizumab for 1LM – In non-gBRCA patients who test negative for HRD we expect use of either PARP – Existing data from NOVA and QUADRA monotherapy or PARP in combination studies supports broader use beyond with bevacizumab gBRCA 13Zejula well positioned in an evolving market Zejula well positioned to take Treatment paradigms in ovarian cancer are evolving advantage of these trends – Increased use of maintenance therapy – Leading position in the 2LM ovarian cancer market – PARP monotherapy to dominate 1L gBRCA ovarian cancer maintenance – First PARP to have monotherapy data for 1LM market beyond gBRCA population – Increased use of PARP monotherapy in [ (PRIMA) non-gBRCA patients who test positive for HRD – Data from ongoing OVARIO study in combination with bevacizumab for 1LM – In non-gBRCA patients who test negative for HRD we expect use of either PARP – Existing data from NOVA and QUADRA monotherapy or PARP in combination studies supports broader use beyond with bevacizumab gBRCA 13


Ovarian cancer opportunity offers significant potential Data over next 12 months supports broader use across the market 16,000 Potential US Potential US approval: approval: 14,000 TOPACIO PRIMA Existing US 12,000 approvals: HRD- 10,000 Pt resistant 8,000 HRD- Potential US approval: 6,000 HRD+, non gBRCA QUADRA Pt sensitive, 4,000 Pt sensitive, non gBRCA HRD+, non gBRCA non gBRCA 2,000 Pt sensitive, HRD+, gBRCA gBRCA Pt sensitive, HRD+, gBRCA gBRCA 0 4L+ 3L 2L MAINTENANCE 2L 1L MAINTENANCE 1L 14 Source: Kantar Health 2017 & GSK analysis TOTAL NUMBER OF US DRUG TREATED PATIENTS (2017)Ovarian cancer opportunity offers significant potential Data over next 12 months supports broader use across the market 16,000 Potential US Potential US approval: approval: 14,000 TOPACIO PRIMA Existing US 12,000 approvals: HRD- 10,000 Pt resistant 8,000 HRD- Potential US approval: 6,000 HRD+, non gBRCA QUADRA Pt sensitive, 4,000 Pt sensitive, non gBRCA HRD+, non gBRCA non gBRCA 2,000 Pt sensitive, HRD+, gBRCA gBRCA Pt sensitive, HRD+, gBRCA gBRCA 0 4L+ 3L 2L MAINTENANCE 2L 1L MAINTENANCE 1L 14 Source: Kantar Health 2017 & GSK analysis TOTAL NUMBER OF US DRUG TREATED PATIENTS (2017)


Well positioned in a competitive market We expect Zejula to lead in 1LM monotherapy and as PD-1 combo in “all comers” 3L 4L+ 1L 2L Treatment Maintenance Treatment Maintenance Treatment Maintenance Treatment Maintenance PRIMA NOVA NOVA QUADRA NOVA First in class Study 19 SOLO-2 Study 19 SOLO-2 Study 19 SOLO-2 SOLO-1 SOLO-3 in non-BRCA population OVARIO AVANOVA AVANOVA AVANOVA (Zejula+bev) (Zejula+bev) (Zejula+bev) (Zejula+bev) GY-004 GY-004 GY-004 PAOLA-1 (Lynparza+cediranib) (Lynparza+cediranib) (Lynparza+cediranib) (Lynparza+bev) ICON9 ICON9 ICON9 (Lynparza+cediranib) (Lynparza+cediranib) (Lynparza+cediranib) ANITA FIRST ANITA ANITA (Zejula+atezo) (Zejula+TSR-042) (Zejula+atezo) (Zejula+atezo) ENGOT-ov43*/DUO-O* First in class PARP+PD1 in all comers Recruitment Recruitment Approved Recruiting Approved Recruiting 15 completed completed * Planned; bev: bevacizumab (Avastin); atezo: atezolizumab (Tecentriq) Trademarks are the property of their respective owners PARP+PD(L)-1 PARP+VEGF MonoWell positioned in a competitive market We expect Zejula to lead in 1LM monotherapy and as PD-1 combo in “all comers” 3L 4L+ 1L 2L Treatment Maintenance Treatment Maintenance Treatment Maintenance Treatment Maintenance PRIMA NOVA NOVA QUADRA NOVA First in class Study 19 SOLO-2 Study 19 SOLO-2 Study 19 SOLO-2 SOLO-1 SOLO-3 in non-BRCA population OVARIO AVANOVA AVANOVA AVANOVA (Zejula+bev) (Zejula+bev) (Zejula+bev) (Zejula+bev) GY-004 GY-004 GY-004 PAOLA-1 (Lynparza+cediranib) (Lynparza+cediranib) (Lynparza+cediranib) (Lynparza+bev) ICON9 ICON9 ICON9 (Lynparza+cediranib) (Lynparza+cediranib) (Lynparza+cediranib) ANITA FIRST ANITA ANITA (Zejula+atezo) (Zejula+TSR-042) (Zejula+atezo) (Zejula+atezo) ENGOT-ov43*/DUO-O* First in class PARP+PD1 in all comers Recruitment Recruitment Approved Recruiting Approved Recruiting 15 completed completed * Planned; bev: bevacizumab (Avastin); atezo: atezolizumab (Tecentriq) Trademarks are the property of their respective owners PARP+PD(L)-1 PARP+VEGF Mono


The proposed transaction will accelerate GSK’s oncology presence Complements ongoing Leading PARP inhibitor for Immediate Oncology GSK build in oncology ovarian cancer infrastructure ZEJULA quarterly sales progression Solid tumour field force, with Catalyst for broader change 80 63 ~250 sales representatives in 54 49 60 43 39 US and major EU markets Lifecycle combinations eg ICOS 40 26 20 0 Oncology focused infrastructure Talent acquisition (eg regulatory, payer management) nd Leading position in 2 line maintenance therapy of ovarian cancer OC market evolving rapidly 16 Sales ($m)The proposed transaction will accelerate GSK’s oncology presence Complements ongoing Leading PARP inhibitor for Immediate Oncology GSK build in oncology ovarian cancer infrastructure ZEJULA quarterly sales progression Solid tumour field force, with Catalyst for broader change 80 63 ~250 sales representatives in 54 49 60 43 39 US and major EU markets Lifecycle combinations eg ICOS 40 26 20 0 Oncology focused infrastructure Talent acquisition (eg regulatory, payer management) nd Leading position in 2 line maintenance therapy of ovarian cancer OC market evolving rapidly 16 Sales ($m)


Transaction details Purchase price: $75 per share. Aggregate consideration of $5.1bn (£4.0bn) Consideration Represents 110% premium to TESARO’s 30 day VWAP ($35.67) Expected to impact Adjusted EPS for the first two years by mid to high single digit percentages • 2020 Pharma operating margin impacted by ~300 bps Financial Expected to start to be accretive to Adjusted EPS by 2022 impact CFROI above cost of capital by 2023 Now expect Adjusted EPS growth at CER for the period 2016-2020 to be at the bottom end of the mid to high single digit percentage CAGR range Funding Cash and debt funded – new facility in place and capital GSK confirms no change to current dividend policy and continues to expect to pay 80p in dividends for 2018 impact Approvals Purchase to be by means of Tender Offer to TESARO shareholders and timing Transaction expected to close in Q1 2019 pending regulatory approvals 17 VWAP: volume weighted average priceTransaction details Purchase price: $75 per share. Aggregate consideration of $5.1bn (£4.0bn) Consideration Represents 110% premium to TESARO’s 30 day VWAP ($35.67) Expected to impact Adjusted EPS for the first two years by mid to high single digit percentages • 2020 Pharma operating margin impacted by ~300 bps Financial Expected to start to be accretive to Adjusted EPS by 2022 impact CFROI above cost of capital by 2023 Now expect Adjusted EPS growth at CER for the period 2016-2020 to be at the bottom end of the mid to high single digit percentage CAGR range Funding Cash and debt funded – new facility in place and capital GSK confirms no change to current dividend policy and continues to expect to pay 80p in dividends for 2018 impact Approvals Purchase to be by means of Tender Offer to TESARO shareholders and timing Transaction expected to close in Q1 2019 pending regulatory approvals 17 VWAP: volume weighted average price

Exhibit (A)(5)(E)

Slide 1

The following was posted by GlaxoSmithKline on Twitter at https://twitter.com/GSK/status/1069563462223826945 on December 3, 2018. Exhibit (A)(5)(E)


Slide 2

The following was posted by GlaxoSmithKline on Twitter at https://twitter.com/GSK/status/1069568685411614720 on December 3, 2018.


Slide 3

The following was posted by GlaxoSmithKline on Twitter at https://twitter.com/GSK/status/1069569105076858881 on December 3, 2018.


Slide 4

The following was posted by GlaxoSmithKline on Twitter at https://twitter.com/GSK/status/1069569580886982657 on December 3, 2018.


Slide 5

The following was posted by GlaxoSmithKline on Twitter at https://twitter.com/GSK/status/1069570109369450497 on December 3, 2018.


Slide 6

The following was posted by GlaxoSmithKline on Twitter at https://twitter.com/GSK/status/1069570826612158464 on December 3, 2018.


Slide 7

The following was posted by GlaxoSmithKline on Twitter at https://twitter.com/GSK/status/1069571323888893952 on December 3, 2018.


Slide 8

The following was posted by GlaxoSmithKline on Twitter at https://twitter.com/GSK/status/1069572465209368577 on December 3, 2018.


Slide 9

The following was posted by GlaxoSmithKline on Twitter at https://twitter.com/GSK/status/1069573960562561024 on December 3, 2018.


Slide 10

The following was posted by GlaxoSmithKline on Twitter at https://twitter.com/GSK/status/1069577131204767745 on December 3, 2018.


Slide 11

The following was posted by GlaxoSmithKline on Twitter at https://twitter.com/GSK/status/1069602066572693505 on December 3, 2018.


Slide 12

The following was posted by GlaxoSmithKline on LinkedIn at https://www.linkedin.com/feed/update/urn:li:activity:6475340582469332992 on December 3, 2018.


Slide 13

The following was posted by GlaxoSmithKline on Facebook at https://www.facebook.com/GSK/photos/rpp.123311187737843/1934951439907133/?type=3&theater on December 3, 2018.


Slide 14

Additional Information This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the issued and outstanding shares of common stock of the Company described in this announcement has not commenced. At the time the tender offer is commenced, GSK, GlaxoSmithKline LLC, a Delaware limited liability company (“GSK LLC”), and Purchaser will file, or will cause to be filed, a Schedule TO Tender Offer Statement with the U.S. Securities and Exchange Commission (the “SEC”) and the Company will file a Schedule 14D-9 Solicitation/Recommendation Statement with the SEC, in each case with respect to the tender offer. The Schedule TO Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the Schedule 14D-9 Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Company’s stockholders at no expense to them by the information agent for the tender offer, which will be announced. In addition, those materials and all other documents filed by, or caused to be filed by, GSK, GSK LLC and Purchaser with the SEC will be available at no charge on the SEC’s website at www.sec.gov.   Forward-looking Statements   GSK cautions investors that any forward-looking statements or projections made by GSK, including those made in this press announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Such factors include, but are not limited to, those described under Item 3.D Principal risks and uncertainties in GSK's Annual Report on Form 20-F for 2017. GSK is providing the information in this announcement as of this date and does not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise.