Arbor Pharmaceuticals and XenoPort Announce the Expiration of the HSR Act Waiting Period
June 16 2016 - 6:30AM
Business Wire
Arbor Pharmaceuticals, LLC (“Arbor”) and XenoPort, Inc.
(“XenoPort”) (NASDAQ:XNPT) announced today that the waiting period
has expired under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, relating to the previously announced tender
offer by Arbor’s wholly owned subsidiary, AP Acquisition Sub, Inc.
(“Acquisition Sub”), to purchase all issued and outstanding shares
of common stock of XenoPort.
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The expiration of the waiting period satisfies one of the
conditions to the tender offer. The consummation of the tender
offer is conditioned upon the valid tender (without withdrawal) of
at least a majority of the issued and outstanding shares of
XenoPort common stock, as well as other conditions that are
specified in the Schedule TO (the “Schedule TO”) filed by Arbor,
Arbor Pharmaceuticals, Inc. and Acquisition Sub with the Securities
and Exchange Commission (the “SEC”) on June 6, 2016. The tender
offer is scheduled to expire at 11:59 p.m., New York City time, on
July 1, 2016, unless it is extended in accordance with the terms of
the merger agreement and applicable SEC rules.
About Arbor Pharmaceuticals
Arbor Pharmaceuticals, LLC headquartered in Atlanta, Georgia, is
a specialty pharmaceutical company currently focused on the
cardiovascular, hospital and pediatric markets. The company has
over 600 employees including approximately 500 sales professionals
promoting its products to physicians, hospitals and pharmacists.
Arbor currently markets over twenty NDA or ANDA approved products
with over 35 more in development.
For more information regarding Arbor Pharmaceuticals or any of
its products, visit www.arborpharma.com or send email inquiries to
info@arborpharma.com.
About XenoPort
XenoPort, Inc. is a biopharmaceutical company focused on
commercializing HORIZANT (gabapentin enacarbil) in the United
States. XenoPort has entered into a clinical trial agreement with
the National Institute on Alcohol Abuse and Alcoholism (NIAAA)
under which the NIAAA has initiated a clinical trial evaluating
HORIZANT as a potential treatment for patients with alcohol use
disorder. REGNITE® (gabapentin enacarbil) Extended-Release Tablets
is being marketed in Japan by Astellas Pharma Inc. XenoPort has
granted exclusive world-wide rights for the development and
commercialization of its clinical-stage oral product candidate,
arbaclofen placarbil, to Indivior PLC for all indications. XenoPort
has granted exclusive U.S. rights for the development and
commercialization of its clinical-stage oral product candidate,
XP23829, to Dr. Reddy’s Laboratories. XenoPort’s other
clinical-stage product candidate, XP21279, is a prodrug of levodopa
that is a potential treatment for patients with idiopathic
Parkinson’s disease.
To learn more about XenoPort, please visit the website at
www.XenoPort.com.
HORIZANT, REGNITE and XENOPORT are registered trademarks of
XenoPort, Inc.
Important Additional Information
This announcement is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of XenoPort. Arbor, Arbor Pharmaceuticals, Inc. and
Acquisition Sub have filed with the SEC a tender offer statement on
Schedule TO, and XenoPort has filed a Solicitation/Recommendation
Statement on Schedule 14D-9, all with respect to the Offer (as
defined in those documents). Holders of shares of XenoPort are
urged to carefully read the relevant tender offer materials
(including the Offer to Purchase, the related Letter of Transmittal
and the other tender offer documents) and the
Solicitation/Recommendation Statement because they contain
important information that holders of XenoPort shares should
consider before making any decision regarding tendering their
shares. The Offer to Purchase, the related Letter of Transmittal
and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, are available to all holders
of shares of XenoPort at no expense to them from the Information
Agent at the address and telephone number set forth on the back
cover of the Offer to Purchase filed with the Schedule TO. The
tender offer materials and the Solicitation/Recommendation
Statement are also available for free at the SEC’s website at
www.sec.gov.
In addition, XenoPort files annual, quarterly and special
reports and other information with the SEC. You may read and copy
any reports or other information filed by Arbor or XenoPort at the
SEC public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Arbor’s and XenoPort’s
filings with the SEC are also available to the public from
commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov.
XenoPort Forward-Looking Statements
This press release contains “forward-looking” statements,
including, without limitation, statements about the proposed
acquisition of XenoPort by Arbor, and other matters that are not
historical facts. Any statements contained in this press release
that are not statements of historical fact may be deemed to be
forward-looking statements. Words such as “believe,” “could,”
“intend,” “may,” “plans,” “potential,” “will” and similar
expressions are intended to identify forward-looking statements.
These forward-looking statements are based upon XenoPort’s current
expectations. Forward-looking statements involve risks and
uncertainties. XenoPort’s actual results and the timing of events
could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, which include, without limitation: the parties’
ability to satisfy the conditions to the consummation of the tender
offer and the other conditions set forth in the merger agreement
between the parties, the possibility of any termination of the
merger agreement between the parties, and the parties’ ability to
obtain regulatory approval in a timely manner. These and other risk
factors are discussed under the heading “Risk Factors” in
XenoPort’s SEC filings and reports, including in its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2016,
filed with the SEC on May 5, 2016. XenoPort expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the company’s expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statements are based.
XNPT2G
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version on businesswire.com: http://www.businesswire.com/news/home/20160616005339/en/
Arbor Media ContactBrian Adams,
404-496-5915brian.adams@arborpharma.comorXenoPort IR and Media
ContactJackie Cossmon, 408-616-7220ir@XenoPort.com
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