PRINCETON, N.J., June 13, 2013 /PRNewswire/ -- Omthera
Pharmaceuticals, Inc. (NASDAQ: OMTH) today announced that it has
established a record date and a meeting date for the special
meeting of its stockholders to consider and vote upon a proposal to
adopt the previously announced merger agreement, entered into on
May 27, 2013, among Omthera
Pharmaceuticals, Inc. (the "Company"), Zeneca, Inc. ("Parent") and
KAFA Acquisition Corp., a wholly owned subsidiary of Parent.
Pursuant to the terms of the merger agreement, Company stockholders
will be entitled to receive $12.70
per share and one contingent value right per share representing the
right to receive contingent payments of up to approximately
$4.70 per share if certain milestones
are achieved within agreed upon time periods.
The Company intends to file today with the Securities and
Exchange Commission (the "SEC") a definitive proxy statement
related to the special meeting of the Company's stockholders to
vote on the proposal to adopt the merger agreement. Company
stockholders of record at the close of business on June 13, 2013 will be entitled to receive notice
of the special meeting and to vote at the special meeting.
The special meeting will be held at The Westin Princeton at
Forrestal Village, 201 Village Boulevard, Princeton, New Jersey 08540 on Tuesday, July 16, 2013, at 9:00 a.m. Eastern time.
The parties currently expect to complete the merger in the third
quarter of 2013, subject to satisfaction of the closing conditions,
including receipt of the approval of the Company's stockholders of
the proposal to adopt the merger agreement.
About Omthera Pharmaceuticals, Inc.
Founded in 2008, the Company is an emerging specialty
pharmaceutical company that listed on NASDAQ in April 2013 (NASDAQ: OMTH). Led by a team of
experts with exceptional experience in developing new therapies for
lipid disorders, the Company is dedicated to developing innovative
therapies for the millions of patients who have elevated
triglyceride levels and increased risk of cardiovascular
disease. The Company currently has 14 employees based in
Princeton, New Jersey. For
more information please visit: http://www.omthera.com.
Important Information and Where to Find It
On June 3, 2013, the Company filed
with the SEC a preliminary proxy statement in connection with the
proposed transaction. The Company intends to file a
definitive proxy statement with the SEC on or about June 13, 2013 in connection with the proposed
transaction (the "Definitive Proxy Statement"), and will mail the
Definitive Proxy Statement and other relevant materials to its
security holders in connection with the proposed transaction and
required stockholder approval. INVESTORS AND THE COMPANY'S
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE COMPANY. Investors and
stockholders may obtain free copies of the Definitive Proxy
Statement and other documents (when available) that the Company
files with the SEC at the SEC's website at
http://www.sec.gov. In addition, the Definitive Proxy
Statement and other documents filed by the Company with the SEC may
be obtained from the Company free of charge by directing a request
to Omthera Pharmaceuticals, Inc., Attn: Christian S. Schade, Executive Vice President
and Chief Financial Officer, 707 State Road, Princeton, New Jersey 08540.
Certain Information Concerning Participants
The Company and its directors and executive officers and certain
other persons may be deemed to be participants in the solicitation
of proxies from the Company's stockholders in connection with the
proposed transaction. Investors and stockholders may obtain
information regarding the names, affiliations and interests of the
Company's directors and executive officers in the Company's final
prospectus dated April 11, 2013 filed
pursuant to Rule 424(b) under the Securities Act with the SEC on
April 12, 2013 (the "Prospectus"),
and the Definitive Proxy Statement. To the extent holdings of
the Company's securities have changed since the amounts printed in
the Definitive Proxy Statement, such changes have been or will be
reflected on the Statements of Change in Ownership on Form 4 filed
with the SEC. Additional information regarding the interests
of these participants in any proxy solicitation and a description
of their direct and indirect interests, by security holdings or
otherwise, can be obtained in the Definitive Proxy Statement.
These documents can be obtained free of charge through the website
maintained by the SEC at http://www.sec.gov.
Safe Harbor for Forward-Looking Statements
This press release, in particular statements regarding the
proposed transaction between an affiliate of AstraZeneca PLC and
the Company, the expected timetable for completing the transaction,
future financial and operating results, benefits and synergies of
the transaction, future opportunities for the combined company and
any other statements about AstraZeneca PLC or Company managements'
future expectations, beliefs, goals, plans or prospects, includes
forward-looking statements that are based on certain beliefs and
assumptions and reflect the current expectations of the Company,
AstraZeneca PLC and their respective management. Statements
that are predictive in nature, that depend on or relate to future
events or conditions, or that include words such as "believes,"
"anticipates," "expects," "continues," "predict," "potential,"
"contemplates," "may," "will," "likely," "could," "should,"
"estimates," "intends," "plans" and other similar expressions are
forward-looking statements. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements. Forward-looking statements
involve known and unknown risks, assumptions and uncertainties that
may cause actual results in future periods to differ materially
from those projected or contemplated in the forward-looking
statements, and you should not place undue reliance on these
statements. Some of the factors that could cause actual
results to differ materially from current expectations are: the
ability to consummate the proposed transaction; any conditions
imposed on the parties in connection with the consummation of the
proposed transaction; the failure of the Company's stockholders to
approve the proposed transaction; the ability to obtain regulatory
approvals of the proposed transaction; the occurrence of any event,
change or other circumstances that could give rise to the
termination of the agreement relating to the proposed transaction;
the Company's ability to maintain relationships with employees and
third parties following announcement of the proposed transaction;
the ability of the parties to satisfy the conditions to the closing
of the proposed transaction; the risk that the proposed transaction
may not be completed in the time frame expected by the parties or
at all; and the risks that are described from time to time in the
Company's reports filed with the SEC, including the Prospectus, in
other of the Company's filings with the SEC from time to time,
including Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, and on general industry and economic conditions. If
the proposed transaction is consummated, our stockholders will
cease to have any equity interest in the Company and will have no
right to participate in its earnings and future growth. The
Company disclaims any intention or obligation to update or revise
any forward looking statements, whether as a result of new
information, future events or otherwise.
Omthera Contact:
Christian S. Schade
Executive Vice President & Chief Financial Officer
Omthera Pharmaceuticals, Inc.
T: (908) 741-4399
E: info@Omthera.com
SOURCE Omthera Pharmaceuticals, Inc.