Nichi-Iko Pharmaceutical Co., Ltd. Announces Expiration of HSR Waiting Period for Proposed Acquisition of Sagent Pharmaceutic...
09 Agosto 2016 - 8:25AM
Business Wire
Nichi-Iko Pharmaceutical Co., Ltd. (TSE: 4541) (“Nichi-Iko” or
“Parent”) and Shepard Vision, Inc. (“Purchaser”) announced that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (“HSR”), with respect to its proposed
acquisition of Sagent Pharmaceuticals, Inc. (“Sagent”; Nasdaq:
SGNT) expired effective August 8, 2016, at 11:59 p.m. (Eastern
Daylight Time).
As previously announced on July 11, 2016, Nichi-Iko, Purchaser
and Sagent entered into a definitive merger agreement pursuant to
which Purchaser has commenced a tender offer (the “Offer”) for all
of the outstanding shares of Sagent common stock, $0.01 par value
per share (the “Shares”), at $21.75 per share, net to the holder in
cash, without interest, subject to any applicable withholding
taxes, representing total consideration of approximately $735
million. The expiration of the HSR waiting period satisfies one of
the conditions required to consummate the Offer. The closing of the
Offer remains subject to other customary conditions.
The Offer and withdrawal rights will expire at one minute
following 11:59 p.m., New York City time, on August 26, 2016,
unless the Offer is extended in accordance with the terms of the
Offer to Purchase, dated August 1, 2016.
Cautionary Statement Regarding Forward-Looking
Statements:
To the extent that statements contained in this communication
are not descriptions of historical facts, including those relating
to the potential effects and benefits of the transaction on both
Parent and Sagent, they are forward-looking statements, reflecting
the current beliefs, certain assumptions and current expectations
of managements and should be evaluated as such. These statements
may be identified by words such as “anticipate,” “expect,”
“suggest,” “plan,” “believe,” “intend,” “estimate,” “target,”
“project,” “could,” “should,” “may,” “will,” “would,” “continue,”
“forecast,” and other similar expressions. Forward-looking
statements in this communication involve substantial risks and
uncertainties that could cause actual results to differ
significantly from those expressed or implied by the
forward-looking statements, including but not limited to, the
satisfaction of the conditions to the consummation of the proposed
transaction, the timing of the completion of the proposed
transaction and the potential impact of the consummation of the
proposed transaction on Parent’s and Sagent’s important
relationships, including with employees, suppliers and customers.
For a further description of the risks and uncertainties that could
cause actual results to differ from those expressed in these
forward-looking statements, as well as risks relating to Sagent’s
business in general, see Sagent’s Form 10-K for the year ended
December 31, 2015, subsequent reports on Form 10-Q and 8-K, and
other filings by Sagent with the U.S. Securities and Exchange
Commission (“SEC”). Further, forward-looking statements speak only
as of the date they are made, and neither Parent nor Sagent
undertakes any obligation to update or revise any forward-looking
statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over
time, except as required by law. All written and oral
forward-looking statements attributable to Parent or Sagent or
persons acting on their behalf are qualified in their entirety by
these cautionary statements.
Important Information:
This communication is for informational purposes only, and it
does not constitute an offer to purchase or a solicitation of an
offer to sell Shares or any other securities. The Offer is being
made pursuant to a Tender Offer Statement on Schedule TO filed by
Purchaser and Parent with the SEC on August 1, 2016. Sagent filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the Offer on August 1, 2016. SAGENT
STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN
OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BEFORE MAKING ANY
DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THESE DOCUMENTS
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES THERETO. Both the Tender Offer Statement on Schedule TO
(which includes the Offer to Purchaser, the related letter of
transmittal and other tender offer documents) and the
Solicitation/Recommendation Statement on Schedule 14D-9 were mailed
to holders of Shares at no expense to them. Investors and Sagent
stockholders may also obtain free copies of the Schedule TO and
Schedule 14D-9, as each may be amended or supplemented from time to
time, and other documents filed by the parties at the SEC’s web
site at www.sec.gov, by contacting Okapi Partners LLC, the
information agent for the Offer at the address and telephone number
set forth below or by contacting Michael Ward, Sagent’s Chief Legal
Officer and Corporate Secretary either by telephone at (847)
908-1600 or by e-mail at legal@sagentpharma.com.
The Information Agent for the Offer is:
Okapi Partners LLC1212 Avenue of the Americas, 24th FloorNew
York, NY 10036Banks and Brokers, Call: (212) 297-0720All Others,
Call Toll-Free: (877) 566-1922Email: info@okapipartners.com
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160809005873/en/
Sard Verbinnen & CoJamie Tully, Robin Weinberg, Danya
Al-Qattan212-687-8080
Sagent (NASDAQ:SGNT)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Sagent (NASDAQ:SGNT)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024