Mallinckrodt Pharmaceuticals and Questcor Pharmaceuticals Announce Early Termination of HSR Act Waiting Period
12 Mai 2014 - 1:00PM
Business Wire
Mallinckrodt plc (NYSE: MNK), and Questcor Pharmaceuticals, Inc.
(NASDAQ: QCOR), today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(“HSR”), in connection with Mallinckrodt’s proposed acquisition of
Questcor, was terminated by the United States Federal Trade
Commission on May 9, 2014.
As previously announced on April 7, 2014, Mallinckrodt and
Questcor entered into a definitive merger agreement pursuant to
which Mallinckrodt would acquire Questcor in a cash and stock
transaction. The early termination of the HSR waiting period
satisfies one of the conditions to the proposed acquisition. The
proposed acquisition remains subject to other customary closing
conditions, including approval by the shareholders of Questcor and
Mallinckrodt. Subject to the satisfaction of these other closing
conditions, the transaction is currently expected to be completed
in the third calendar quarter of 2014.
About Mallinckrodt plc
Mallinckrodt is a global specialty pharmaceutical and
medical imaging business that develops, manufactures, markets and
distributes specialty pharmaceutical products and medical imaging
agents. The company's core strengths include the acquisition and
management of highly regulated raw materials; deep regulatory
expertise; and specialized chemistry, formulation and manufacturing
capabilities. The company's Specialty
Pharmaceuticals segment includes branded and specialty generic
drugs and active pharmaceutical ingredients, and the Global Medical
Imaging segment includes contrast media and nuclear imaging
agents. Mallinckrodt has approximately 5,500 employees
worldwide and a commercial presence in roughly 65 countries. The
company's fiscal 2013 revenue totaled $2.2 billion. To learn
more about Mallinckrodt, visit www.mallinckrodt.com.
About Questcor Pharmaceuticals, Inc.
Questcor Pharmaceuticals, Inc. is a biopharmaceutical
company focused on the treatment of patients with serious,
difficult-to-treat autoimmune and inflammatory disorders. Questcor
also provides specialty contract manufacturing services to the
global pharmaceutical industry through its wholly-owned
subsidiary, BioVectra Inc. For more information about
Questcor, please visit www.questcor.com.
Cautionary Statements Related to Forward-Looking
Statements
Statements in this document that are not strictly historical,
including statements regarding the proposed acquisition, the
expected timetable for completing the transaction, future financial
and operating results, benefits and synergies of the transaction,
future opportunities for the combined businesses and any other
statements regarding events or developments that we believe or
anticipate will or may occur in the future, may be
"forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995, and involve a number of
risks and uncertainties. There are a number of important factors
that could cause actual events to differ materially from those
suggested or indicated by such forward-looking statements and you
should not place undue reliance on any such forward-looking
statements. These factors include risks and uncertainties related
to, among other things: general economic conditions and conditions
affecting the industries in which Mallinckrodt and
Questcor operate; the commercial success
of Mallinckrodt's and Questcor's products, including H.P.
Acthar® Gel; Mallinckrodt's and Questcor's ability to protect
intellectual property rights; the parties' ability to satisfy the
merger agreement conditions and consummate the merger on the
anticipated timeline or at all; the availability of financing,
including the financing contemplated by the debt commitment letter,
on anticipated terms or at all; Mallinckrodt's ability to
successfully integrate Questcor's operations and employees
with Mallinckrodt's existing business; the ability to
realize anticipated growth, synergies and cost savings; Questcor's
performance and maintenance of important business relationships;
the lack of patent protection for Acthar, and the
possible United States Food and Drug
Administration ("FDA") approval and market introduction of
additional competitive products; Questcor's reliance on Acthar for
substantially all of its net sales and profits; Questcor's ability
to continue to generate revenue from sales of Acthar to treat
on-label indications associated with nephrotic syndrome, multiple
sclerosis, infantile spasms or rheumatology-related conditions, and
Questcor's ability to develop other therapeutic uses for Acthar;
volatility in Questcor's Acthar shipments, estimated channel
inventory, and end-user demand; an increase in the proportion of
Questcor's Acthar unit sales comprised of Medicaid-eligible
patients and government entities; Questcor's research and
development risks, including risks associated with Questcor's work
in the area of nephrotic syndrome and Lupus, and Questcor's efforts
to develop and obtain FDA approval of
Synacthen; Mallinckrodt's ability to receive procurement
and production quotas granted by the U.S. Drug Enforcement
Administration; Mallinckrodt's ability to obtain and/or timely
transport molybdenum-99 to our technetium-99m generator production
facilities; customer concentration; cost-containment efforts of
customers, purchasing groups, third-party payors and governmental
organizations; Mallinckrodt's ability to successfully develop
or commercialize new products; competition;
Mallinckrodt's ability to integrate acquisitions of
technology, products and businesses generally; product liability
losses and other litigation liability; the reimbursement practices
of a small number of large public or private issuers; complex
reporting and payment obligation under healthcare rebate programs;
changes in laws and regulations; conducting business
internationally; foreign exchange rates; material health, safety
and environmental liabilities; litigation and violations;
information technology infrastructure; and restructuring
activities. Additional information regarding the factors that may
cause actual results to differ materially from these
forward-looking statements is available in
(i)Mallinckrodt's SEC filings, including its Annual
Report on Form 10-K for the fiscal year ended September 27,
2013,its Quarterly Report on Form 10-Q for the quarterly period
ended December 27, 2013 and its Quarterly Report on Form 10-Q
for the quarterly period ended March 28, 2014; (ii)
the SEC filings of Cadence Pharmaceuticals, Inc.,
which was acquired by Mallinckrodt on March 19,
2014, including its Annual Report on Form 10-K for the fiscal year
ended December 31, 2013; and (iii)
Questcor's SEC filings, including its Annual Report on
Form 10-K for the year ended December 31, 2013 and its
Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2014. The forward-looking statements made herein speak only as
of the date hereof and none of Mallinckrodt, Questcor or any
of their respective affiliates assumes any obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events and developments or otherwise, except as
required by law.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
proposed transaction between Mallinckrodt and
Questcor, Mallinckrodt will file with the Securities and
Exchange Commission (the "SEC") a registration statement on
Form S-4 that will include a joint proxy statement
of Mallinckrodt and Questcor that also constitutes a
prospectus of Mallinckrodt. The definitive joint proxy
statement/prospectus will be delivered to shareholders
of Mallinckrodt and Questcor. INVESTORS AND SECURITY
HOLDERS OF MALLINCKRODT AND QUESTCOR ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to obtain
free copies of the registration statement and the definitive joint
proxy statement/prospectus (when available) and other documents
filed with the SEC by Mallinckrodt and Questcor
through the website maintained by
the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Mallinckrodt will be
available free of charge on Mallinckrodt' internet website at
www.mallinckrodt.com or by
contacting Mallinckrodt's Investor Relations Department
at (314) 654-6650. Copies of the documents filed with
the SEC by Questcor will be available free of charge on
Questcor's internet website at www.questcor.com or by
contacting Questcor's Investor Relations Department at (714)
497-4899.
Participants in the Merger Solicitation
Mallinckrodt, Questcor, their respective directors and certain
of their executive officers and employees may be considered
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the Mallinckrodt and Questcor
shareholders in connection with the proposed merger and a
description of their direct and indirect interests, by security
holdings or otherwise, will be set forth in the joint proxy
statement/prospectus when it is filed with the SEC.
Information about the directors and executive officers
of Mallinckrodt is set forth in its proxy statement for
its 2014 annual meeting of stockholders, which was filed with
the SEC on January 24, 2014 . Information about
the directors and executive officers of Questcor is set forth in
its proxy statement for its 2013 annual meeting of stockholders,
which was filed with the SEC on April 15, 2013.
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Contacts for Mallinckrodt:InvestorsMallinckrodtJohn Moten, 314-654-6650Vice
President, Investor
Relationsjohn.moten@mallinckrodt.comorMediaKekst and CompanyJeffrey
Taufield or Daniel Yunger,
212-521-4879jeffrey-taufield@kekst.comdaniel-yunger@kekst.comorMallinckrodtMeredith
Fischer, 314-654-3318Senior Vice President, Communications and
Public Affairsmeredith.fischer@mallinckrodt.comorContacts for
Questcor:InvestorsIR2@questcor.com714-497-4899orMediaJoele
Frank, Wilkinson Brimmer KatcherJennifer
Beugelmans or Daniel Katcher, 212-355-4449
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