Javelin Pharmaceuticals, Inc. (“Javelin” or the “Company”) (NYSE
— Amex: JAV) announced today that it had received a binding offer
from Hospira, Inc. (“Hospira”) (NYSE: HSP) and its wholly-owned
subsidiary, Discus Acquisition Corporation (“Discus”), to enter
into a merger agreement, a loan and security agreement and
intellectual property security agreements (the “Acquisition
Documents”) whereby Discus will, subject to certain conditions,
commence an all cash tender offer to acquire all of the outstanding
shares of Javelin at a per share price of $2.20. In addition, under
the terms of the Acquisition Documents, Hospira will, subject to
certain conditions, provide to Javelin a working capital facility
under which Javelin may borrow up to $4.5 million to fund Javelin’s
operating activities prior to closing a merger with Hospira, $8.3
million for Javelin’s repayment of the principal and accrued
interest incurred under a similar financing arrangement entered
into in connection with signing a definitive agreement and plan of
merger with Myriad Pharmaceuticals (“MPI”) (NASDAQ: MYRX) and $4.4
million for Javelin’s payment of the termination fee and certain
stipulated expenses that the Company may be required to pay MPI
following termination of its merger agreement with MPI.
“Our Board of Directors, after consultation with our advisors,
and in accordance with our merger agreement with MPI, has
determined that Hospira’s proposal is a company superior proposal,”
said Martin Driscoll, Javelin’s Chief Executive Officer.
“Accordingly, on the evening of Friday, April 9th, we sent MPI a
notice of intent to terminate our merger agreement with them.
Pursuant to the terms of our merger agreement with MPI, we are now
required to negotiate in good faith with them for a period of five
business days. If MPI does not favorably adjust the terms of its
offer, then our Board expects to enter into the proposed merger and
loan agreements negotiated with Hospira.”
About Javelin Pharmaceuticals
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 pain management market. The
company has one marketed drug in the U.K., an NDA-submitted drug
candidate, Dyloject, and two drug candidates in U.S. advanced
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”,
including statements relating to the expected timing of results and
development of our drug candidates, any potential transaction
between Javelin Pharmaceuticals, Inc. and Hospira, Inc., the effect
of terminating the merger agreement between Javelin
Pharmaceuticals, Inc. and Myriad Pharmaceuticals, Inc. 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 MPI may propose changes under
our merger agreement with them, the conditions to Hospira's
obligations under its proposed merger agreement may not be
satisfied,; 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 (“SEC”), 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 Regarding the Proposed
Merger with Hospira May be Filed with the SEC
This announcement is not a recommendation, an offer to purchase
or a solicitation of an offer to sell shares of our stock. Hospira
has not commenced the tender offer described in this announcement.
Upon commencement of any tender offer, Hospira would file with the
SEC a tender offer statement on Schedule TO and related
exhibits, including an offer to purchase, letter of transmittal,
and other related documents and at such time we would intend to
file a tender offer solicitation/recommendation statement on
Schedule 14D-9, including an information statement pursuant to
Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1
thereunder and other related documents. Investors and stockholders
should read any offer to purchase, any tender offer statement on
Schedule TO and related exhibits, any information statement
and any solicitation/recommendation statement on Schedule 14D-9 and
related exhibits when such documents are filed and become
available, as they would contain important information about the
tender offer and proposed merger. Investors and stockholders would
be able to obtain any such documents when they are filed free of
charge on the SEC’s website at www.sec.gov, or from us by directing
a request to Javelin Pharmaceuticals, Inc., 125 CambridgePark
Drive, Cambridge, MA 02140, Attention: Investor Relations.
Important Additional Information Regarding the Proposed
Merger with MPI 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, as amended, on
March 12, 2010 and has been 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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Javelin Pharmaceuticals (AMEX:JAV)
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Javelin Pharmaceuticals (AMEX:JAV)
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