Javelin Pharmaceuticals Sets Date for its Special Stockholder Meeting to Approve Proposed Merger with Myriad Pharmaceuticals,...
15 Marzo 2010 - 7:15AM
Business Wire
Javelin Pharmaceuticals, Inc. (NYSE - Amex: JAV) announced today
that the registration statement on Form S-4 filed by Myriad
Pharmaceuticals, Inc. ("MPI") relating to the proposed merger
between Javelin Pharmaceuticals, Inc. ("Javelin") and a subsidiary
of MPI was recently declared effective by the Securities and
Exchange Commission and mailing of the joint proxy
statement/prospectus and Javelin's proxy card contained therein
will commence shortly.
Javelin’s Board of Directors has set April 22, 2010 as the date
for its Special Meeting of Stockholders to vote on the adoption and
approval of the merger agreement and the proposed merger. In
addition, the Board of Directors has fixed March 8, 2010 as the
record date for the determination of stockholders entitled to
notice of, and to vote their proxy at or before, the Special
Meeting of Stockholders.
The Special Meeting of Stockholders will be held at 150
CambridgePark Drive, Cambridge, MA 02140 at 2 pm (EDT). The closing
of the merger is expected to take place shortly thereafter, subject
to satisfaction of the closing conditions outlined in the joint
proxy statement/prospectus, including receipt of approval of MPI's
stockholders of the issuance of shares of MPI common stock in the
merger at MPI's special meeting of stockholders, also scheduled on
April 22, 2010.
About Javelin Pharmaceuticals, Inc.:
With corporate headquarters in Cambridge, MA, Javelin applies
innovative proprietary technologies to develop new drugs and
improved formulations of existing drugs to target unmet and
underserved medical needs in the acute pain management market. The
Company has one approved drug in the UK, a submitted NDA for
Dyloject and two drug candidates in US Phase III clinical
development. For additional information about Javelin, please visit
the Company's website at http://www.javelinpharmaceuticals.com.
Javelin Pharmaceuticals, Inc. Forward Looking Statement
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements relating to the expected timing of
results and development of our drug candidates, the proposed merger
between Javelin Pharmaceuticals, Inc. and Myriad Pharmaceuticals,
Inc., and potential FDA approval and commercial launch of Dyloject.
These "forward-looking statements" are based on management's
current expectations of future events and are subject to a number
of risks and uncertainties that could cause actual results to
differ materially and adversely from those set forth in or implied
by forward-looking statements. These risks and uncertainties
include, but are not limited to: the risk that we may be unable to
further identify, develop and achieve commercial success for new
products and technologies; the risk that we may be unable to
discover drugs that are safer and more efficacious than our
competitors; the risk that we may be unable to develop and maintain
manufacturing capabilities for our products; the possibility of
delays in the research and development necessary to select drug
development candidates and delays in clinical trials; the risk that
clinical trials may not result in marketable products; the risk
that we may be unable to successfully finance and secure regulatory
approval of and market our drug candidates, or that clinical trials
will not be completed on the timelines we have estimated;
uncertainties about our ability to obtain new corporate
collaborations and acquire new technologies on satisfactory terms,
if at all; the development of competing products and services; the
risk that we may be unable to protect our proprietary technologies;
the risk of patent-infringement claims; risks of new, changing and
competitive technologies and regulations in the United States and
internationally; and other factors discussed under the heading
"Risk Factors" contained in our Form 10-K, for the year ended
December 31, 2009, which was filed with the Securities and Exchange
Commission, as well as any updates to those risk factors filed from
time to time in our Quarterly Reports on Form 10-Q or Current
Reports on Form 8-K. All information in this press release is as of
the date of the release, and Javelin Pharmaceuticals undertakes no
duty to update this information unless required by law.
Important Additional Information Has Been Filed with the
SEC
This press release does not constitute an offer of any
securities for sale. In connection with the proposed merger with
MPI, on February 12, 2010, MPI filed with the SEC a
registration statement on Form S-4 (File No. 333-164890) (the
“S-4”), which, as amended, was declared effective on March 12,
2010. The joint proxy statement/prospectus, dated March 12, 2010,
of MPI and Javelin included in the S-4 was filed with the SEC under
Rule 424(b) of the Securities Act of 1933 on March 12, 2010 and
will be mailed to Javelin stockholders and MPI stockholders.
Investors and security holders are urged to read the S-4 and the
joint proxy statement/prospectus (including all amendments and
supplements thereto) and the other relevant materials because they
contain important information about Javelin, MPI and the proposed
merger. The S-4, joint proxy statement/prospectus and other
relevant materials, and any and all documents filed by Javelin or
MPI with the SEC, may be obtained free of charge at the SEC’s web
site at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by Javelin by directing a written
request to Javelin Pharmaceuticals, Inc., 125 CambridgePark Drive,
Cambridge, MA 02140, Attention: Investor Relations and by MPI by
directing a written request to Myriad Pharmaceuticals, Inc., 305
Chipeta Way, Salt Lake City, UT 84108, Attention: Secretary.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTIONS.
Javelin, MPI and their respective executive officers and
directors and other persons may be deemed to be participants in the
solicitation of proxies from the stockholders of Javelin and MPI in
connection with the proposed merger. Information regarding
Javelin’s directors and executive officers is available in its
annual report on Form 10-K for the year ended December 31,
2009, filed with the SEC on March 8, 2010. Information about
the executive officers and directors of MPI and their ownership of
MPI common stock is set forth in MPI's annual report on Form 10-K
for the year ended June 30, 2009, filed with the SEC on
September 28, 2009. Certain directors and executive officers
of Javelin may have direct or indirect interests in the merger due
to securities holdings, pre-existing or future indemnification
arrangements and rights to severance payments if their employment
is terminated prior to or following the merger. To the extent that
any of the Javelin or MPI participants will receive any additional
benefits in connection with the merger, the details of those
benefits are described in the joint proxy statement/prospectus.
Investors and security holders may obtain additional information
regarding the direct and indirect interests of Javelin, MPI and
their respective executive officers and directors in the proposed
merger by reading the joint proxy statement/prospectus regarding
the proposed merger.
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