DUBLIN and ANAHEIM, Calif., Aug. 4, 2014 /PRNewswire/ -- Mallinckrodt
plc (NYSE: MNK) ("Mallinckrodt")
and Questcor Pharmaceuticals, Inc. (NASDAQ: QCOR)
("Questcor") today jointly announced that two leading
independent proxy advisory firms, Institutional Shareholder
Services Inc. (ISS) and Glass Lewis, have recommended a vote FOR
the binding proposals relating to Mallinckrodt's acquisition of Questcor pursuant to
the Agreement and Plan of Merger dated April
5, 2014 (the "Merger"). Specifically, ISS and Glass Lewis
have recommended that Mallinckrodt
shareholders vote "FOR" the issuance of shares in connection with
the Merger and that Questcor shareholders vote FOR the Merger. As
previously announced on April 7,
2014, the transaction was unanimously approved by the Boards
of Directors of both companies.
In separate reports issued July 31,
2014, ISS recommended to Mallinckrodt shareholders that: "Given
the sound strategic rationale and positive market reaction through
the date of this analysis, a vote FOR the proposed transaction is
warranted." ISS noted that for Questcor shareholders: "a
vote FOR this proposal is warranted in light of the substantial
current premium, the sound strategic rationale and the positive
market reaction following the announcement."
Glass Lewis wrote that the Merger is in the best interests of
both companies and their shareholders and recommended that
shareholders of both companies vote for the binding Merger
proposals. For Mallinckrodt
shareholders, "strategically, the deal greatly enhances the
Company's scale," and "financially, the adviser's valuation
analyses appear to us to suggest that the deal is fair, from a
financial point of view, to the Company's shareholders." For
Questcor, "the cash consideration provides shareholders with
some certainty of value for their Questcor shares, while the stock
consideration allows shareholders to continue holding a meaningful
stake in an enlarged company that should benefit from having
greater diversification and scale."
Shareholders will vote on the transaction at each company's
meeting of shareholders scheduled for August
14, 2014. Questcor's shareholders will also vote on a
separate, non-binding proposal related to the merger-related
compensation of Questcor's named executive officers. ISS has
recommended that Questcor shareholders vote against this
non-binding executive compensation proposal.
Individuals with questions about the Merger,
the Mallinckrodt extraordinary general meeting or the
Questcor special meeting may contact the appropriate representative
listed below. Similarly, those contacts may be used by anyone
wishing to obtain copies of the joint proxy statement/prospectus
relating to the transaction, proxy cards, election forms or other
documents incorporated by reference in the joint proxy
statement/prospectus. There will be no charge for any documents
requested. Copies of the documents filed with the SEC by
each company are also available on their respective websites.
For Mallinckrodt Shareholders:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
mnk@dfking.com
Banks and brokers call collect:
(212) 269-5550
Shareholders call toll-free: (888) 542-7446
For Questcor Shareholders:
MacKenzie Partners,
Inc.
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
Call collect: (212)
929-5500
Call toll-free: (800) 322-2885
Permission to use quotations from the ISS and Glass Lewis
reports was neither sought nor obtained.
ABOUT MALLINCKRODT
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's specific areas of focus are in the fields of neurology,
nephrology, pulmonology and rheumatology, and the company is
currently supporting research efforts in a variety of conditions
having significant unmet medical need. 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 ("Acthar");
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 areas of nephrotic syndrome
and lupus, and Questcor's efforts to develop and obtain FDA
approval of Synacthen™ Depot; 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 its
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 achieve anticipated
benefits of price increases; 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 obligations 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 Reports on Form
10-Q for the quarterly periods ended December 27, 2013 and 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 the amendment thereto on Form 10-K/A), its
Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2014 and June 30, 2014, and its Current Report on Form 8-K
filed with the SEC on July 10, 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 has filed with the Securities and
Exchange Commission (the "SEC") a registration statement on Form
S-4 containing a joint proxy statement of Mallinckrodt and Questcor that also constitutes a
prospectus of Mallinckrodt. The
registration statement on Form S-4 (File No. 333-196054) was
declared effective by the SEC on July 11,
2014. Each of Mallinckrodt and
Questcor mailed the joint proxy statement/prospectus to its
respective shareholders on or around July
14, 2014. INVESTORS AND SECURITY HOLDERS OF MALLINCKRODT AND
QUESTCOR ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders can obtain free copies of the joint proxy
statement/prospectus, the registration statement 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's internet website at
www.mallinckrodt.com or by contacting Mallinckrodt's Investor Relations Department at
(314) 654-6650. Copies of 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.
CONTACTS FOR MALLINCKRODT:
Investors
John Moten
Vice President, Investor Relations
314-654-6650
john.moten@mallinckrodt.com
Media
Jeffrey Taufield or Daniel Yunger
Kekst and Company
212-521-4879
jeffrey-taufield@kekst.com
daniel-yunger@kekst.com
Meredith Fischer
Senior Vice President, Communications and Public Affairs
314-654-3318
meredith.fischer@mallinckrodt.com
CONTACTS FOR QUESTCOR:
Investors
IR2@questcor.com
714-497-4899
Media
Jennifer Beugelmans or Daniel Katcher
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
SOURCE Mallinckrodt plc; Questcor
Pharmaceuticals, Inc.