CHADDS FORD, Pa., Sept. 20 /PRNewswire-FirstCall/ -- Endo
Pharmaceuticals (Nasdaq: ENDP) today announced the successful
completion of the tender offer by its indirect wholly owned
subsidiary, West Acquisition Corp., for all of the outstanding
shares of common stock of Penwest Pharmaceuticals Co. (Nasdaq:
PPCO).
American Stock Transfer & Trust Company, the depositary for
the tender offer, has advised Endo that, as of 12:00 midnight,
New York City time, on
Sept. 17, 2010, the expiration of the
tender offer, approximately 30,810,778 shares were validly tendered
and not withdrawn in the tender offer, representing approximately
82.80 percent of Penwest's issued and outstanding shares of common
stock (including shares of common stock issuable upon the
conditional exercise of options to purchase shares of common stock
and warrants to acquire shares of common stock, each having an
exercise price of less than the tender offer price of $5.00 per share). All validly tendered shares
have been accepted for payment and Endo will pay for all such
shares promptly.
Endo will acquire any Penwest shares that were not purchased in
the tender offer in a second-step merger which is expected to be
completed in the fourth quarter of 2010. Upon effectiveness
of the merger, each outstanding share of Penwest common stock will
be cancelled and converted into the right to receive the same
consideration, without interest, received by holders who tendered
in the tender offer, and Penwest will become an indirect wholly
owned subsidiary of Endo. Thereafter, Penwest common stock will
cease to be traded on the NASDAQ Stock Market.
About Endo
Endo Pharmaceuticals is a U.S.-based, specialty healthcare
solutions company, focused on high-value branded products and
specialty generics. Endo is redefining its position in the
healthcare marketplace by anticipating and embracing the evolution
of health decisions based on the need for high-quality and
cost-effective care. We aim to be the premier partner to healthcare
professionals and payment providers, delivering an innovative suite
of complementary diagnostics, drugs, devices and clinical data to
meet the needs of patients in areas such as pain, urology, oncology
and endocrinology. For more information about Endo Pharmaceuticals,
and its wholly owned subsidiary HealthTronics Inc., please visit
www.endo.com.
Safe Harbor Statement
This press release contains forward-looking statements
regarding, among other things, the company's financial position,
results of operations, market position, product development and
business strategy, as well as estimates of future net sales, future
expenses, future net income and future earnings per share.
Statements including words such as "believes," "expects,"
"anticipates," "intends," "estimates," "plan," "will," "may,"
"intend," "guidance" or similar expressions are forward-looking
statements. Because these statements reflect our current views,
expectations and beliefs concerning future events, these
forward-looking statements involve risks and uncertainties.
Investors should note that many factors could affect our future
financial results and could cause our actual results to differ
materially from those expressed in forward-looking statements
contained in this press release. These factors include, but are not
limited to: the possibility that the acquisition of Penwest
Pharmaceuticals is not complementary to Endo; the inherent
uncertainty of the timing and success of, and expense associated
with, research, development, regulatory approval and
commercialization of our products and pipeline products;
competition in our industry, including for branded and generic
products, and in connection with our acquisition of rights to
assets, including intellectual property; government regulation of
the pharmaceutical industry; our dependence on a small number of
products and on outside manufacturers for the manufacture of our
products; our dependence on third parties to supply raw materials
and to provide services for certain core aspects of our business;
new regulatory action or lawsuits relating to our use of controlled
substances in many of our core products; our exposure to product
liability claims and product recalls and the possibility that we
may not be able to adequately insure ourselves; our ability to
protect our proprietary technology; our ability to successfully
implement our in-licensing and acquisition strategy; the
availability of third-party reimbursement for our products; the
outcome of any pending or future litigation or claims by the
government; our dependence on sales to a limited number of large
pharmacy chains and wholesale drug distributors for a large portion
of our total net sales; a determination by a regulatory agency that
we are engaging in inappropriate sales or marketing activities,
including promoting the "off-label" use of our products; the loss
of branded product exclusivity periods and related intellectual
property; and exposure to securities that are subject to market
risk including auction-rate securities the market for which is
currently illiquid; and other risks and uncertainties, including
those detailed from time to time in our periodic reports filed with
the Securities and Exchange Commission, including our current
reports on Form 8-K, quarterly reports on Form 10-Q and annual
reports on Form 10-K, particularly the discussion under the caption
"Item 1A, RISK FACTORS" in our annual report on Form 10-K for the
year ended Dec. 31, 2009, which was
filed with the Securities and Exchange Commission on Feb. 26, 2010. The forward-looking statements in
this press release are qualified by these risk factors. These are
factors that, individually or in the aggregate, we think could
cause our actual results to differ materially from expected and
historical results. We assume no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future developments or otherwise.
SOURCE Endo Pharmaceuticals
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