LAKE FOREST, Ill., July 1 /PRNewswire-FirstCall/ --
Hospira, Inc. (NYSE: HSP), a global specialty pharmaceutical
and medication delivery company, today announced the successful
completion of the tender offer by Discus Acquisition Corporation, a
wholly owned Hospira subsidiary, to purchase all outstanding shares
of the common stock of Javelin Pharmaceuticals, Inc. (NYSE Amex:
JAV).
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withdrawn.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that were validly tendered and not withdrawn immediately prior to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 merger agreement among the parties,
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 intends to promptly complete the acquisition of Javelin
through a short-form merger under Delaware law, 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 become a wholly owned
subsidiary of Hospira, its 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 (SEC).
With the acquisition of Javelin, Hospira expects to take
advantage of synergies between Javelin's main product candidate,
Dyloject™, a post-operative pain management drug currently awaiting
U.S. Food and Drug Administration (FDA) approval, and Hospira's
proprietary sedation agent, Precedex™. Both drugs are marketed to
anesthesiologists, enabling Hospira to leverage its Precedex sales
force to promote Dyloject.
Dyloject is a proprietary non-opioid analgesic that reduces the
need for traditional intravenous opioids. Opioids are central to
the management of post-operative pain, but are associated with
significant adverse events, including respiratory depression,
sedation, nausea and vomiting, slowing of the gastrointestinal
function and urinary retention.
Hospira would have global rights to Dyloject with the exception
of Europe, where rights are
currently licensed to a third party. After receipt of the
appropriate regulatory approval, Hospira plans to market the
product in the United States,
Canada, Latin America and the Asia-Pacific region. These are areas where
Hospira also markets Precedex, and represent a good fit for
Hospira's Precedex and acute-care strategy.
Additional Information
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Javelin common stock. Hospira has filed a tender offer
statement on Schedule TO, as amended, with the SEC containing an
offer to purchase, form of letter of transmittal and other
documents relating to the tender offer and Javelin has filed with
the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9, as amended, with respect to the tender offer.
Hospira and Javelin have mailed these documents to Javelin's
stockholders. Javelin stockholders may obtain a free copy of these
documents and other documents filed by Hospira and Javelin with the
SEC at the Web site maintained by the SEC at www.sec.gov.
In addition, Javelin stockholders may obtain a free copy of
these documents by directing a request to Javelin
Pharmaceuticals, Inc., 125 CambridgePark Drive, Cambridge, MA 02140, Attention: Investor
Relations. INVESTORS AND JAVELIN SECURITY HOLDERS ARE URGED TO READ
THESE DOCUMENTS CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY
DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY CONTAIN
IMPORTANT INFORMATION.
None of the information included on any Internet Web site
maintained by Hospira, Javelin or any of their affiliates, or any
other Internet Web site linked to any such Web site, is
incorporated by reference in or otherwise made a part of this press
release.
About Hospira
Hospira, Inc. is a global specialty pharmaceutical and
medication delivery company dedicated to Advancing Wellness™. As
the world leader in specialty generic injectable pharmaceuticals,
Hospira offers one of the broadest portfolios of generic acute-care
and oncology injectables, as well as integrated infusion therapy
and medication management solutions. Through its products, Hospira
helps improve the safety, cost and productivity of patient care.
The company is headquartered in Lake
Forest, Ill., and has approximately 13,500 employees. Learn
more at www.hospira.com.
Forward-Looking Statements
This press release contains forward-looking statements,
including statements regarding Hospira's proposed acquisition of
Javelin. Hospira cautions that these forward-looking statements are
subject to risks and uncertainties that may cause actual results to
differ materially from those indicated in the forward-looking
statements. No assurance can be given that the completion of the
acquisition transaction described in this press release will not be
delayed or that Hospira will realize the anticipated benefits of
the transaction. Economic, competitive, governmental, legal,
technological and other factors that may affect Hospira's
operations and may cause actual results to be materially different
from expectations include the risks, uncertainties and factors
discussed under the headings "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in Hospira's Annual Report on Form 10-K for the
year ended Dec. 31, 2009 and any subsequent Quarterly Reports
on Form 10-Q or Current Reports on Form 8-K, which are
incorporated by reference. Hospira undertakes no obligation to
release publicly any revisions to forward-looking statements as the
result of subsequent events or developments.
SOURCE Hospira, Inc.