DUBLIN and ANAHEIM, Calif., Aug.
14, 2014 /PRNewswire/ -- Mallinckrodt plc (NYSE: MNK) and Questcor
Pharmaceuticals, Inc. (NASDAQ: QCOR) today jointly announced that
all proposals necessary for Mallinckrodt's acquisition of Questcor were
approved by Mallinckrodt's and
Questcor's shareholders at each company's respective shareholder
meeting held today.
As previously announced, on April 7,
2014, Mallinckrodt and Questcor
entered into a definitive agreement by which Mallinckrodt will acquire Questcor. Under the terms
of the transaction, Questcor shareholders will receive $30.00 in cash and 0.897 of a Mallinckrodt ordinary share for each Questcor
share.
Mallinckrodt expects to close the
transaction later today and subsequently issue a press release
announcing completion of the closing.
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 Statement Regarding 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 and its Quarterly Reports on Form 10-Q for the quarterly
periods ended December 27, 2013, March 28, 2014 and
June 27, 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.
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