Hisamitsu Pharmaceutical Announces Expiration of Initial Tender Offer Period for Outstanding Shares of Noven Pharmaceuticals and
20 Agosto 2009 - 9:14AM
PR Newswire (US)
TOSU, SAGA, Japan, Aug. 20 /PRNewswire/ -- Hisamitsu Pharmaceutical
Co., Inc. (TSE:4530), Hisamitsu U.S., Inc. and Northstar Merger
Sub, Inc. today announced the completion of the initial tender
offer period for all outstanding shares of Noven Pharmaceuticals,
Inc. (NASDAQ:NOVN) common stock and the commencement of a
subsequent offering period that will expire at 12:00 midnight on
Wednesday, August 26, 2009, unless extended. As previously
announced, on July 23, 2009, Hisamitsu Pharmaceutical Co., Inc.,
through its wholly-owned subsidiary, Northstar Merger Sub, Inc.,
commenced a tender offer for all outstanding shares of Noven's
common stock at a price per share of $16.50, net to the seller in
cash (subject to applicable withholding taxes), without interest
thereon, pursuant to an agreement and plan of merger dated as of
July 14, 2009, among Hisamitsu Pharmaceutical Co., Inc., Hisamitsu
U.S., Inc., Northstar Merger Sub, Inc. and Noven Pharmaceuticals,
Inc. The initial offering period for the tender offer expired at
12:00 Midnight, New York City time, on Wednesday, August 19, 2009,
with approximately 21.94 million shares of Noven common stock
(including approximately 340,000 shares tendered by notice of
guaranteed delivery and the shares previously owned by Hisamitsu
Pharmaceutical Co., Inc.) tendered pursuant to the offer. The
shares tendered represent approximately 87.41% of the outstanding
shares of Noven's common stock. All shares tendered and not
withdrawn have been accepted for payment by Northstar Merger Sub in
accordance with the terms of the tender offer. As of 9:00 a.m., New
York City time, on Thursday, August 20, 2009, Hisamitsu
Pharmaceutical Co., Hisamitsu U.S., Inc. and Northstar Merger Sub,
Inc. commenced a subsequent offering period for all remaining
shares of Noven common stock. During this subsequent offering
period, Noven stockholders who did not previously tender their
shares pursuant to the offer may do so. Such shares will be
accepted for payment immediately and stockholders who tender shares
during this subsequent offering period will promptly receive the
same $16.50 per share cash consideration, without interest, paid to
stockholders who tendered shares during the initial offering
period. Shares tendered during this subsequent offering period
cannot be delivered by the guaranteed delivery procedure and may
not be withdrawn. After expiration of the subsequent offering
period, Hisamitsu intends to complete the acquisition of Noven by
means of a merger of Northstar Merger Sub with and into Noven with
Noven as the surviving corporation and a wholly-owned subsidiary of
Hisamitsu U.S., Inc. About Hisamitsu Hisamitsu Pharmaceutical Co.,
Inc. is a leading pharmaceutical company that develops and markets
prescription and over-the-counter ("OTC") pharmaceutical products
using transdermal delivery systems technology. Its leading product
in prescription pharmaceuticals is its Mohrus series (ketoprofen
patch for pain), and its leading brand in the OTC business is
Salonpas . The company was founded in 1847 and is located in Saga,
Japan. Additional information is available through its corporate
website, http://www.hisamitsu.co.jp/. Additional Information This
press release is neither an offer to purchase nor a solicitation of
an offer to sell shares of Noven. Hisamitsu has filed a tender
offer statement on Schedule TO with the SEC, and mailed an offer to
purchase, forms of letter of transmittal and related documents to
Noven stockholders. Noven has filed with the SEC, and mailed to
Noven stockholders, a solicitation/recommendation statement on
Schedule 14D-9. These documents contain important information about
the tender offer and stockholders of Noven are urged to read them
carefully. These documents are available at no charge at the SEC's
website at http://www.sec.gov/. The tender offer statement and the
related materials may be obtained for free by directing a request
by mail to Georgeson Inc., 199 Water Street, 26th Floor, New York,
New York 10038 or by calling toll-free 888-897-6012. DATASOURCE:
Hisamitsu Pharmaceutical Co., Inc. CONTACT: Shinichiro Takao,
Executive Officer, Corporate Strategic Planning Division, Hisamitsu
Pharmaceutical Co., Inc., +81-3-5293-1713, ; or Christopher M.
Hayden, Georgeson Inc., +1-212-440-9850, Web Site:
http://www.hisamitsu.co.jp/
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