- Written communication relating to an issuer or third party (SC TO-C)
19 Abril 2010 - 3:44PM
Edgar (US Regulatory)
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
JAVELIN PHARMACEUTICALS, INC.
(Name of Subject
Company (Issuer))
DISCUS ACQUISITION CORPORATION
a wholly-owned subsidiary of
HOSPIRA, INC.
(Names of Filing
Persons (Offerors))
Common Stock, par value $0.001 per share
(Title of Class Securities)
471894105
(CUSIP Number of Class of
Securities)
Brian
J. Smith
Senior
Vice President, General Counsel and Secretary
Hospira, Inc.
Dept.
NLEG, Bldg. H1
275
North Field Drive
Lake
Forest, Illinois 60045
(224)
212-2000
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications on
Behalf of Filing Persons)
Copies to:
Craig A. Roeder
Michael F. DeFranco
Baker & McKenzie LLP
One Prudential Plaza
130 East Randolph Drive
Chicago, Illinois 60601
(312) 861-8000
CALCULATION OF FILING FEE
Transaction Valuation*
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Amount of Filing Fee*
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Not Applicable
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Not Applicable
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*
In accordance
with General Instruction D to Schedule TO, no filing fee is required because this
filing contains only preliminary communications made before the commencement of
a tender offer.
o
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:
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N/A
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Filing Party:
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N/A
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Form or
Registration No.:
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N/A
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Date Filed:
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N/A
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x
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:
x
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:
¨
This
filing relates solely to preliminary communications made before the
commencement of a planned tender offer by Discus Acquisition Corporation, a
Delaware corporation (the Purchaser) and wholly-owned subsidiary of Hospira, Inc.,
a Delaware corporation (the Parent), for all of the outstanding shares of
common stock, par value $0.001 per share, of Javelin Pharmaceuticals, Inc., a
Delaware corporation (the Company), to be commenced pursuant to the Agreement
and Plan of Merger, dated April 17, 2010, among the Parent, the Purchaser and
the Company.
The
tender offer described in this filing has not yet commenced. The press release
filed as Exhibit 99.1 hereto is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell securities
of the Company. At the time the tender offer is commenced, the Parent and the
Purchaser intend to file with the Securities and Exchange Commission (the SEC)
a Tender Offer Statement on Schedule TO containing an offer to purchase,
form of letter of transmittal and other documents relating to the tender offer,
and the Company intends to file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender offer. The Parent
and the Company intend to mail these documents to the stockholders of the
Company. Stockholders of the Company will be able to obtain a free copy of
these documents and other documents filed by the Parent and the Company with
the SEC at the Web site maintained by the SEC at
www.sec.gov
. In addition, stockholders of the Company will
also be able to obtain a free copy of these documents by directing a request to
Javelin Pharmaceuticals, Inc., 125 CambridgePark Drive, Cambridge, MA
02140, Attention: Investor Relations. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY IN THEIR ENTIRETY AS THEY
BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER
BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
2
EXHIBIT INDEX
No.
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Description
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99.1
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Joint
Press Release issued by Hospira, Inc. and Javelin Pharmaceuticals, Inc. on
April 19, 2010.
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3
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