Javelin Pharmaceuticals, Inc. Announces Successful Completion of Tender Offer for Its Common Stock by Hospira, Inc.
July 01 2010 - 8:05AM
Business Wire
Javelin Pharmaceuticals, Inc. (NYSE - Amex: JAV), today
announced the successful completion of the tender offer by Discus
Acquisition Corporation, a wholly owned subsidiary of Hospira, Inc.
(NYSE: HSP), to purchase all outstanding shares of the common stock
of Javelin.
As previously announced, the offer expired at 12:00 midnight,
New York City time, on June 30, 2010 (the end of the day on June
30, 2010). Based on information provided by Computershare Trust
Company, N.A., the depositary for the offer, as of the close of
business on the expiration date of the offer, 51,346,299 Javelin
shares were validly tendered and not withdrawn. The tendered shares
represent approximately 79.16% of Javelin’s outstanding shares of
common stock. All Javelin shares that were validly tendered and not
withdrawn immediately prior to the expiration of the offer have
been accepted by Hospira for payment. Hospira will purchase and pay
for all such shares promptly.
In accordance with the previously announced merger agreement,
Hospira intends to exercise its “top-up” option to increase its
share ownership percentage of Javelin shares through the purchase
from Javelin of newly issued shares of Javelin common stock at the
same $2.20 per share paid in the tender offer in order to allow
Hospira to effect a short term merger under Delaware law.
Hospira has indicated that it intends to promptly complete the
acquisition of Javelin through a short-form merger under Delaware
law, without the need for a Javelin shareholder vote or meeting, as
soon as practicable, with the completion of the merger anticipated
to occur on or about July 2, 2010. As a result of the merger, any
remaining shares of Javelin common stock will be converted into the
right to receive the offer price of $2.20 in cash paid in the
tender offer, without interest and less any required withholding
taxes (other than shares of Javelin common stock for which
appraisal right are validly exercised under Delaware law and any
shares owned by Hospira or any of its subsidiaries). Upon
completion of the merger, Javelin will be a wholly owned subsidiary
of Hospira. Javelin’s shares will cease to be traded on the NYSE
Amex, and Javelin will no longer be required to file certain
information and periodic reports with the U.S. Securities and
Exchange Commission.
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.
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 and Hospira. 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 include, but are not
limited to factors discussed 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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