Javelin Commences Litigation against Hospira & Discus Acquisition Corporation, Asserts Hospira is in Breach of Merger Agreeme...
03 Juin 2010 - 1:30PM
Business Wire
Javelin Pharmaceuticals, Inc. (NYSE -- Amex: JAV) ("Javelin")
today announced that it has filed a lawsuit against Hospira, Inc.
("Hospira") and Discus Acquisition Corporation, a wholly owned
subsidiary of Hospira formed to acquire Javelin ("Discus"). The
complaint, filed in the Delaware Court of Chancery by Javelin,
seeks to compel Hospira and Discus to complete the agreed-upon
merger pursuant to the definitive merger agreement among Javelin,
Hospira and Discus dated April 17, 2010. Javelin also has filed a
motion seeking expedited proceedings in Delaware court to allow for
an early trial at which it will seek an order requiring
Hospira to fulfill its obligations under the merger agreement and
under the loan agreement dated April 17, 2010 among Javelin,
Hospira and Innovative Drug Delivery Systems, Inc., a wholly-owned
subsidiary of Javelin.
On May 19, 2010, Hospira announced that Discus was extending the
tender offer to purchase all outstanding shares of the common stock
of Javelin to 12:00 midnight, New York City time, on June 2,
2010. Hospira announced that the extension of the offering period
under the merger agreement was based on certain of the conditions
to Discus’s obligation to accept and pay for shares tendered
through May 18, 2010, which represented 78.82% of the shares
of common stock of Javelin outstanding, not being fully satisfied
prior to the expiration of the initial offering period of the
tender offer. Javelin asserts in the complaint that all of the
conditions of the tender offer were satisfied immediately prior to
the expiration of the initial offering period and continue to be
satisfied. Neither Hospira nor Discus has identified the condition
or conditions to completion of the tender offer that Javelin has
failed to satisfy.
The complaint contends that Hospira and Discus have breached the
merger agreement by failing to accept and pay for shares tendered
through May 18, 2010 and by failing to complete the merger
transaction. The complaint further asserts that Hospira breached
the terms of a loan agreement pursuant to which Hospira was
obligated to provide to Javelin an additional loan of $2 million on
June 1, 2010.
Javelin has asked the Court to award Javelin specific
performance of the merger agreement to consummate the merger in
accordance with its terms and also to require Hospira to perform
its obligations under the loan agreement.
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. For
additional information about Javelin, please visit the company’s
Web site at http://www.javelinpharmaceuticals.com.
Important Additional Information Filed with the U.S.
Securities and Exchange Commission
Discus Acquisition Corporation, a wholly-owned subsidiary of
Hospira, Inc., has commenced a tender offer for all of Javelin’s
outstanding shares of common stock. 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 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 April 21, 2010, and
Javelin filed with the SEC a Solicitation/Recommendation Statement
on Schedule 14D-9 with respect to the tender offer on
April 22, 2010. Hospira and Javelin have mailed these
documents to Javelin’s stockholders. Javelin stockholders can
obtain a free copy of these documents and other documents filed by
Hospira and Javelin with the SEC, including amendments to the
Schedule TO and Schedule 14D-9, at the Web site maintained by the
SEC at www.sec.gov. In
addition, Javelin stockholders can 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.
Forward-Looking Statements
This press release contains “forward-looking statements”,
including statements relating to the expected timing of results and
development of Javelin’s drug candidates and any potential
transaction between Javelin Pharmaceuticals, Inc. and Hospira, Inc.
These “forward-looking statements” are based on management’s
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 are
described under the heading “Risk Factors” contained in Javelin’s
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 Javelin’s
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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