Cardiome Pharma Corp. Announces Commencement of US$27.5 Million Tender Offer
01 Setembro 2009 - 3:57PM
PR Newswire (US)
NASDAQ: CRME TSX: COM VANCOUVER, Sept. 1 /PRNewswire-FirstCall/ --
Cardiome Pharma Corp. (NASDAQ: CRME/TSX:NASDAQ:COM) ("Cardiome" or
the "Company") announced that it has mailed an offer to purchase
and issuer bid circular (the "Offer to Purchase and Circular") to
its shareholders today in connection with its previously announced
tender offer to purchase for cancellation up to 6,470,588 of its
common shares for an aggregate purchase price of up to US$27.5
million. The Offer to Purchase and Circular is being filed with the
securities regulatory authorities in the United States and Canada.
The tender offer will be conducted as a modified "Dutch auction",
which will enable shareholders to select a price between US$4.25
per share and US$5.10 per share at which they are willing to tender
their common shares to the offer. The purchase price will be the
lowest price per share between US$4.25 and US$5.10 that enables
Cardiome to purchase US$27.5 million of common shares. All common
shares purchased under the offer will be purchased at the same
price. Cardiome's directors and officers will not tender any of
their common shares to the offer. The offer to purchase shares will
expire on October 6, 2009 at 5:00 p.m. (Eastern Time), unless
withdrawn or extended. Oppenheimer Co. and Canaccord Capital
Corporation (the "Dealer Managers") will serve as dealer managers
for the tender offer in the United States and Canada, respectively,
and Computershare Investor Services, Inc. (the "Depository") will
act as depository. Details of the Tender Offer The Offer to
Purchase and Circular contains full details of the tender offer and
the procedures for tendering. The offer is not conditional upon a
minimum number of common shares being tendered to the offer, but it
is subject to certain other conditions that are specified in the
Offer to Purchase and Circular. The offer to purchase shares will
expire on October 6, 2009 at 5:00 p.m. (Eastern Time), unless
withdrawn or extended. As noted above, the modified "Dutch auction"
procedures permit shareholders to select a price between US$4.25
per share and US$5.10 per share at which they are willing to sell
their common shares to the Company. The purchase price, which will
be the lowest price per share between US$4.25 and US$5.10 that
enables Cardiome to purchase US$27.5 million of common shares, will
be calculated immediately after the offer expires. All common
shares purchased under the offer will be purchased at the same
price, even if they were tendered at a price per share which is
less than the purchase price. The Company will not purchase any
common shares that are tendered to the offer at a price per share
which is greater than the purchase price. If the number of common
shares tendered to the offer at or below the purchase Price would
result in an aggregate purchase price of more than US$27.5 million,
the common shares tendered to the offer will be subject to
pro-ration as described in the Offer to Purchase and Circular. If
the offer is fully subscribed at a purchase price of US$4.25 per
share, Cardiome will purchase 6,470,588 common shares under the
offer (representing approximately 10.1% of the issued and
outstanding common shares as of the date hereof). If the offer is
fully subscribed at a purchase price of US$5.10 per share, Cardiome
will purchase 5,392,157 common shares under the offer (representing
approximately 8.4% of the issued and outstanding common shares as
of the date hereof). Neither Cardiome nor any of its directors or
officers, and neither of the Dealer Managers nor the Depository,
makes any recommendation to any shareholder as to whether to tender
or refrain from tendering common shares to the offer. Shareholders
must make their own decision as to whether to tender common shares
to the offer and, if so, how many common shares to tender to the
offer. Shareholders are strongly encouraged to read the Offer to
Purchase and Circular and to seek advice from their financial and
tax advisors prior to making any decision with respect to the
offer. Press release is for informational purposes only This press
release is for informational purposes only and does not constitute
an offer to buy or the solicitation of an offer to sell Cardiome's
common shares. The solicitation and the offer to buy Cardiome's
common shares is being made only pursuant to the separate Offer to
Purchase and Circular, and related documents. Cardiome is filing
the Offer to Purchase and Circular and related documents with the
Canadian securities regulatory authorities and a Tender Offer
Statement on Schedule TO with the United States Securities and
Exchange Commission (the "SEC"). Shareholders should carefully read
the Tender Offer Statement, the Offer to Purchase and Circular, the
related letter of transmittal and other related documents prior to
making any decision with respect to the tender offer because they
contain important information, including the various terms and
conditions of the offer. The Offer to Purchase and Circular, the
related letter of transmittal and certain other documents will be
delivered without charge to all holders of Cardiome's common
shares. The Tender Offer Statement (including the Offer to Purchase
and Circular, the related letter of transmittal and all other offer
documents filed by Cardiome with the SEC) is available without
charge at the SEC website at http://www.sec.gov/ or by calling the
Corporate Secretary of Cardiome at (604) 676-6993. The Offer to
Purchase and Circular, the related letter of transmittal and all
other offer documents that are required to be filed in Canada are
also available without charge at http://www.sedar.com/. About
Cardiome Pharma Corp. Cardiome Pharma Corp. is a product-focused
drug development company dedicated to the advancement and
commercialization of novel treatments for disorders of the heart
and circulatory system. Cardiome is traded on the NASDAQ Global
Market (CRME) and the Toronto Stock Exchange (COM). For more
information, please visit our web site at http://www.cardiome.com/.
Forward-Looking Statement Disclaimer Certain statements in this
press release contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 or
forward-looking information under applicable Canadian securities
legislation that may not be based on historical fact, including
without limitation statements containing the words "believe",
"may", "plan", "will", "estimate", "continue", "anticipate",
"intend", "expect" and similar expressions. Such forward-looking
statements or information involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
events or developments, or industry results, to be materially
different from any future results, events or developments expressed
or implied by such forward-looking statements or information. Such
factors include, among others, our stage of development, lack of
product revenues, additional capital requirements, risk associated
with the completion of clinical trials and obtaining regulatory
approval to market our products, the ability to protect our
intellectual property, dependence on collaborative partners and the
prospects for negotiating additional corporate collaborations or
licensing arrangements and their timing. Specifically, certain
risks and uncertainties that could cause such actual events or
results expressed or implied by such forward-looking statements and
information to differ materially from any future events or results
expressed or implied by such statements and information include,
but are not limited to, the risks and uncertainties that: we,
together with our collaborative partners, may not be able to
successfully develop and obtain regulatory approval for vernakalant
(iv) or vernakalant (oral) in the treatment of atrial fibrillation
or any other current or future products in our targeted
indications; our future operating results are uncertain and likely
to fluctuate; we may not be able to raise additional capital; we
may not be successful in establishing additional corporate
collaborations or licensing arrangements; we may not be able to
establish marketing and sales capabilities and the costs of
launching our products may be greater than anticipated; we rely on
third parties for the continued supply and manufacture of
vernakalant (iv) and vernakalant (oral) and we have no experience
in commercial manufacturing; we may face unknown risks related to
intellectual property matters; we face increased competition from
pharmaceutical and biotechnology companies; and other factors as
described in detail in our filings with the Securities and Exchange
Commission available at http://www.sec.gov/ and the Canadian
securities regulatory authorities at http://www.sedar.com/. Given
these risks and uncertainties, you are cautioned not to place undue
reliance on such forward-looking statements and information, which
are qualified in their entirety by this cautionary statement. All
forward-looking statements and information made herein are based on
our current expectations and we undertake no obligation to revise
or update such forward-looking statements and information to
reflect subsequent events or circumstances, except as required by
law. DATASOURCE: Cardiome Pharma Corp. CONTACT: Peter K. Hofman,
Senior Director, Investor Relations, (604) 676-6993 or Toll Free:
1-800-330-9928, Email:
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