- Written communication by the subject company relating to a third party tender offer (SC14D9C)
19 Avril 2010 - 6:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
JAVELIN PHARMACEUTICALS, INC.
(Name of Subject Company)
JAVELIN PHARMACEUTICALS, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
471894105
(CUSIP Number of Common Stock)
Martin J. Driscoll
Chief Executive Officer
Javelin Pharmaceuticals, Inc.
125 CambridgePark Drive
Cambridge, MA 02140
(617) 349-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Paul M. Kinsella, Esq.
Marc Rubenstein, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000
þ
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender
offer.
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For Immediate Release
HOSPIRA AND JAVELIN PHARMACEUTICALS ENTER INTO DEFINITIVE
MERGER AGREEMENT FOR HOSPIRA TO ACQUIRE JAVELIN
PHARMACEUTICALS; HOSPIRA WILL INITIATE TENDER OFFER
Javelins post-operative pain drug would strengthen acute-care offering
LAKE FOREST, Ill., and CAMBRIDGE, Mass., April 19, 2010 Hospira, Inc. (NYSE: HSP), a global
specialty pharmaceutical and medication delivery company, and Javelin Pharmaceuticals, Inc. (NYSE -
Amex: JAV), today announced that the companies have entered into a definitive merger agreement
providing for the acquisition of Javelin by Hospira for $2.20 per share in cash, or approximately
$145 million. Hospira expects to commence a tender offer for all outstanding shares of Javelin
common stock on or about April 21, 2010, in accordance with the terms of the merger agreement.
Hospira entered into the merger agreement following an extensive evaluation of Javelins business
and its prospects. The offer is conditioned on the tender of a majority of Javelins shares
calculated on a fully diluted basis and other customary closing conditions, and Hospira believes
that the offer delivers a full and fair value to Javelins shareholders.
The acquisition of Javelin would allow Hospira to take advantage of synergies between Javelins
main product candidate, Dyloject
, a post-operative pain management drug currently
awaiting U.S. Food and Drug Administration (FDA) approval, and Hospiras proprietary sedation
agent, Precedex
. Both drugs are marketed to anesthesiologists, enabling Hospira to
leverage its Precedex sales force to promote Dyloject.
Dyloject would broaden Hospiras pain management portfolio and offers attractive revenue and
margin prospects, said Ron Squarer, chief commercial officer, Hospira. Dyloject is also a
very good fit with Precedex, and further demonstrates Hospiras strong commitment to the acute-care
space.
Hospira, Inc.
275 North Field Drive
Lake Forest, IL 60045
www.hospira.com
-MORE-
HOSPIRA AND JAVELIN PHARMACEUTICALS ENTER INTO DEFINITIVE MERGER AGREEMENT FOR HOSPIRA TO
ACQUIRE JAVELIN PHARMACEUTICALS; HOSPIRA WILL INITIATE TENDER OFFER
PAGE 2
Dyloject is a proprietary non-opioid analgesic that will help reduce 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. 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 Hospiras Precedex and acute-care strategy.
Hospira and Javelin also entered into a loan facility under which Javelin may borrow up to
$4.5 million to fund Javelins operating activities prior to closing a merger with Hospira,
approximately $8.3 million for Javelins repayment of the principal and accrued interest incurred
under a similar financing arrangement entered into with Myriad Pharmaceuticals (MPI) (NASDAQ:
MYRX) and $4.4 million for Javelins payment of the termination fee and certain stipulated expenses
that Javelin may be required to pay MPI following termination of its merger agreement with MPI.
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
.
-MORE-
HOSPIRA AND JAVELIN PHARMACEUTICALS ENTER INTO DEFINITIVE MERGER AGREEMENT FOR HOSPIRA TO
ACQUIRE JAVELIN PHARMACEUTICALS; HOSPIRA WILL INITIATE TENDER OFFER
PAGE 3
About Javelin Pharmaceuticals
With corporate headquarters in Cambridge, MA, Javelin applies innovative proprietary technologies
to develop new drugs and improved formulations of existing drugs to target unmet and underserved
medical needs in the pain management market. The company has one marketed drug in the U.K., an
NDA-submitted drug candidate, Dyloject, and two drug candidates in U.S. advanced clinical
development. For additional information about Javelin, please visit the companys Web site at
http://www.javelinpharmaceuticals.com
.
Important Additional Information Will Be Filed with the U.S. Securities and Exchange Commission
The tender offer described in this press release has not yet commenced. 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 expects to file with the Securities and Exchange
Commission (the SEC) a Tender Offer Statement on Schedule TO containing an offer to purchase,
form of letter of transmittal and other documents relating to the tender offer on or about April
21, 2010, and Javelin will file with the SEC a Solicitation/Recommendation Statement on Schedule
14D-9 with respect to the tender offer. Hospira and Javelin intend to mail these documents to
Javelins stockholders. Javelin stockholders will be able to 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 will be able to 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 AS THEY BECOME AVAILABLE
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.
-MORE-
HOSPIRA
AND JAVELIN PHARMACEUTICALS ENTER INTO DEFINITIVE
MERGER AGREEMENT FOR HOSPIRA TO ACQUIRE JAVELIN
PHARMACEUTICALS; HOSPIRA WILL INITIATE TENDER OFFER
PAGE 4
Forward-Looking Statements
Hospira
This press release contains forward-looking statements, including statements regarding Hospiras
goals and strategy with respect to its 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 acquisition transaction described in this press release will be completed, that completion
of the transaction 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 Hospiras 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 Managements Discussion and Analysis of Financial Condition and Results of
Operations in Hospiras Annual Report on Form 10-K for the year ended Dec. 31, 2009, 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.
-MORE-
HOSPIRA
AND JAVELIN PHARMACEUTICALS ENTER INTO DEFINITIVE
MERGER AGREEMENT FOR HOSPIRA TO ACQUIRE JAVELIN
PHARMACEUTICALS; HOSPIRA WILL INITIATE TENDER OFFER
PAGE 5
Javelin
This press release contains forward-looking statements, including statements relating to the
expected timing of results and development of Javelins drug candidates and any potential
transaction between Javelin Pharmaceuticals, Inc. and Hospira, Inc. These forward-looking
statements are based on managements current expectations of future events and are subject to a
number of risks and uncertainties that could cause actual results to differ materially and
adversely from those set forth in or implied by forward-looking statements. These risks and
uncertainties include, but are not limited to: the conditions to Hospiras obligations under its
merger agreement with Javelin may not be satisfied, and other factors discussed under the heading
Risk Factors contained in Javelins Form 10-K, for the year ended Dec. 31, 2009, which was filed
with the Securities and Exchange Commission (SEC), as well as any updates to those risk factors
filed from time to time in Javelins Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.
All information in this press release is as of the date of the release, and Javelin Pharmaceuticals
undertakes no duty to update this information unless required by law.
###
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Hospira Media
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Javelin Media/Investors
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Dan Rosenberg
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Rick Pierce
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(224) 212-3366
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(617) 499-4703
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Hospira Investors
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Karen King
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(224) 212-2711
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