NEW YORK, Feb. 26, 2019 /PRNewswire/ -- Synergy
Pharmaceuticals Inc. (NASDAQ: SGYP) (the "Company" or "Synergy"), a
biopharmaceutical company focused on the development and
commercialization of novel gastrointestinal (GI) therapies, today
confirmed that the previously announced agreement with Bausch
Health Companies Inc. has been designated as the highest and best
offer for Synergy's assets, including all rights to TRULANCE®
(plecanatide), dolcanatide and related intellectual property. The
auction scheduled for February 26,
2019, did not proceed, as no party submitted a higher and
better bid in accordance with the bidding procedures established by
the U.S. Bankruptcy Court for the Southern District of New York. Synergy currently expects the
agreement with Bausch Health will be approved by the Bankruptcy
Court on March 1, 2019, and that the
proposed sale will be completed shortly thereafter.
Synergy on December 12, 2018,
initiated voluntary proceedings under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York to facilitate
a sale and address its debt obligations. Additional information
about Synergy's Chapter 11 cases can be found at
https://cases.primeclerk.com/Synergy.
Synergy is advised in this transaction by Skadden, Arps, Slate,
Meagher & Flom LLP, Sheppard, Mullin, Richter & Hampton
LLP, Centerview Partners and FTI Consulting.
Forward-Looking Statements
This press release contains forward-looking statements, which
are based on our current expectations, estimates, and projections
about the businesses and prospects of the Company and its
subsidiaries ("we" or "us"), as well as management's beliefs, and
certain assumptions made by management. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," "may," "should," "will" and variations of these words
are intended to identify forward-looking statements. Such
statements speak only as of the date hereof and are subject to
change. The Company undertakes no obligation to revise or update
publicly any forward-looking statements for any reason. These
statements are not guarantees of future performance and are subject
to certain risks, uncertainties, and assumptions that are difficult
to predict. Forward-looking statements discuss, among other
matters: our expectation that the Bankruptcy Court will approve the
previously announced agreement with Bausch Health on March 1, 2019; the Company's ability to complete
the proposed sale to Bausch Health in the near term; our financial
and operational results, as well as our expectations for future
financial trends and performance of our business in future periods;
our strategy; risks and uncertainties associated with Chapter 11
proceedings; the negative impacts on our businesses as a result of
filing for and operating under Chapter 11 protection; the time,
terms and ability to confirm a Chapter 11 plan of reorganization
for our businesses; the adequacy of the capital resources of our
businesses and the difficulty in forecasting the liquidity
requirements of the operations of our businesses; the
unpredictability of our financial results while in Chapter 11
proceedings; our ability to discharge claims in Chapter 11
proceedings; negotiations with the holders of our indebtedness and
our trade creditors; risks and uncertainties with performing under
the terms of the debtor-in-possession ("DIP") financing
arrangements and any other arrangement with lenders or creditors
while in Chapter 11 proceedings; the Company's ability to operate
our businesses within the terms of our respective DIP financing
arrangements; the forecasted uses of funds in the
Company's DIP budgets; our ability to conduct
business as usual in the United
States and worldwide; our ability to continue to serve
customers, suppliers and other business partners at the high level
of service and performance they have come to expect from us; our
ability to continue to pay suppliers and vendors; our ability
to fund ongoing business operations through the applicable DIP
financing arrangements; the use of the funds anticipated to be
received in the DIP financing arrangements; the ability to
control costs during Chapter 11 proceedings; the risk that our
Chapter 11 Cases may be converted to cases under Chapter 7 of the
Bankruptcy Code; the ability of the Company to preserve and utilize
the NOLs following Chapter 11 proceedings; the Company's ability to
secure operating capital; the Company's ability to take advantage
of opportunities to acquire assets with upside potential; the
Company's ability to execute on its strategic plan to evaluate and
close potential M&A opportunities; our long-term outlook; our
preparation for future market conditions; and any statements or
assumptions underlying any of the foregoing. Such statements are
not guarantees of future performance and are subject to certain
risks, uncertainties, and assumptions that are difficult to
predict. Accordingly, actual results could differ materially and
adversely from those expressed in any forward-looking statements as
a result of various factors.
Important factors that may cause such differences include,
but are not limited to, the decisions of the Court; the Company's
ability to meet the closing conditions of the agreement with Bausch
Health; negotiations with our debtholders, our creditors and
any committee approved by the Court; negotiations with
lenders on the definitive DIP financing documents; the Company's
ability to meet the closing conditions of its DIP financing; the
Company's ability to meet the requirements, and compliance with the
terms, including restrictive covenants, of their respective DIP
financing arrangements and any other financial arrangement while in
Chapter 11 proceedings; changes in our operational or cash needs
from the assumptions underlying our DIP budgets and forecasts;
changes in our cash needs as compared to our historical operations
or our planned reductions in operating expense; adverse litigation;
changes in domestic and international demand for TRULANCE; our
ability to control operating costs and other expenses; that general
economic conditions may be worse than expected; that competition
may increase significantly; changes in laws or government
regulations or policies affecting our current business operations
and, as well as those risks and uncertainties disclosed under the
sections entitled "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our
Forms 10-Q filed with the Securities and Exchange Commission
("SEC") on May 10, 2018, August 8, 2018 and November 9, 2018 and Form 10-K filed with the SEC
on March 1, 2018, and similar
disclosures in subsequent reports filed with the SEC.
About Synergy Pharmaceuticals
Synergy is a biopharmaceutical company focused on the
development and commercialization of novel gastrointestinal (GI)
therapies. The company has pioneered discovery, research and
development efforts around analogs of uroguanylin, a naturally
occurring human GI peptide, for the treatment of GI diseases and
disorders. Synergy's proprietary GI platform includes one
commercial product TRULANCE® (plecanatide) and a second product
candidate - dolcanatide. For more information, please visit
www.synergypharma.com.
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SOURCE Synergy Pharmaceuticals