Javelin Pharmaceuticals, Inc. Comments on Tender Offer Extension by Hospira
19 Mayo 2010 - 7:59AM
Business Wire
Javelin Pharmaceuticals, Inc. (NYSE Amex: JAV), a leading
developer of novel acute care pain products, commented on the
tender offer extension by Hospira, Inc.
Hospira, Inc. ("Hospira") announced today that Discus
Acquisition Corporation, a wholly owned subsidiary of Hospira
("Discus"), is extending the tender offer to purchase all
outstanding shares of the common stock of Javelin Pharmaceuticals,
Inc. ("Javelin"). Hospira has indicated that the offering period
will be extended to 12:00 midnight, New York City time, on June 2,
2010. Hospira has asserted that the extension of the offering
period is permissible under the agreement and plan of merger dated
April 17, 2010 among Discus, Hospira and Javelin (the "merger
agreement") on the basis that certain of the conditions to Discus's
obligation to accept and pay for shares tendered through May 18,
2010, which represent 78.82% of the shares of common stock of
Javelin outstanding, were not fully satisfied prior to the
expiration of the initial offering period of the tender offer.
Javelin believes that, in asserting the failure to satisfy in full
any such conditions, Hospira is purporting to rely on information
regarding a supply chain issue in the United Kingdom described
below.
Javelin was notified, on May 14, 2010 by a licensee of
commercial rights to Dyloject in the European Union, that an issue
has arisen in the UK Dyloject supply chain. Javelin notified
Hospira of this matter promptly after being informed. Javelin is
not aware of any issue in its supply chain for Dyloject in the
United States.
Javelin disagrees with Hospira's position under the merger
agreement that the conditions to the tender offer have not been
fully satisfied and believes that all of the conditions of the
tender offer have been satisfied. Javelin continues to honor its
obligations under the terms of the merger agreement.
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 Web site at
http://www.javelinpharmaceuticals.com.
Important Additional Information Filed with the U.S.
Securities and Exchange Commission
The tender offer described in this press release has commenced.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Javelin common stock. Hospira has filed 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 on April 21, 2010, and Javelin filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer on April 22, 2010. Hospira and Javelin
have mailed these documents to Javelin's stockholders. Javelin
stockholders can obtain a free copy of these documents and other
documents filed by Hospira and Javelin with the SEC at the Web site
maintained by the SEC at www.sec.gov. In addition, Javelin
stockholders can 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 JAVELIN SECURITY HOLDERS ARE URGED TO READ THESE
DOCUMENTS CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY DECISION
WITH RESPECT TO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
None of the information included on any Internet Web site
maintained by Hospira, Javelin or any of their affiliates, or any
other Internet Web site linked to any such Web site, is
incorporated by reference in or otherwise made a part of this press
release.
Forward-Looking Statements
Javelin
This press release contains "forward-looking statements",
including statements relating to the expected timing of results and
development of Javelin's drug candidates and any potential
transaction between Javelin Pharmaceuticals, Inc. and Hospira, 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 are
described under the heading "Risk Factors" contained in Javelin's
Form 10-K, for the year ended Dec. 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 Javelin's
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.
JAV-G
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