Somaxon Shareholders to Receive $25
Million in Pernix Common Stock Pernix Management
to Host a Conference Call Today at 9:00 a.m. EST
Pernix Therapeutics Holdings, Inc. ("Pernix") (NYSE MKT:PTX) and
Somaxon Pharmaceuticals, Inc. ("Somaxon") (Nasdaq:SOMX) today
announced that they have entered into a definitive merger agreement
for Pernix to acquire Somaxon in a stock-for-stock transaction with
a total equity value of $25 million.
Under the terms of the agreement, which has been unanimously
approved by the boards of directors of both companies, Somaxon
stockholders will receive aggregate consideration equal to $25
million in Pernix common stock. The number of shares of Pernix
common stock to be issued to the stockholders of Somaxon will be
based on the volume-weighted average price of Pernix's common stock
over the 30 day period ending on the day immediately prior to the
closing of the proposed merger, subject to limitations on the
maximum and minimum number of shares of Pernix common stock
issuable in the transaction based on a price range of $6.00 to
$9.00 per share.
Cooper Collins, President and CEO of Pernix, said, "The
acquisition of Somaxon is another important step in the growth
strategy of Pernix, which is expected to continue to expand our
product portfolio, in addition to our recently announced agreements
to acquire Cypress Pharmaceuticals and Hawthorn Pharmaceuticals.
Somaxon's product Silenor, which is a non-seasonal product,
broadens our branded product line and may also have potential as an
OTC product in the future."
Silenor® (doxepin) is approved for the treatment of insomnia
characterized by difficulty with sleep maintenance and is not a
controlled substance. In clinical trials, Silenor demonstrated
maintenance of sleep, including into the seventh and eighth hours
of the night, with no meaningful evidence of next day residual
effects and an overall adverse events profile that was comparable
to placebo.
On a trailing 12-month basis as of September 30, 2012, Somaxon
had net sales related to Silenor of approximately $11.7 million.
Pernix expects net sales from Silenor on an annualized basis to be
in the range of approximately $10 million to $15 million and
earnings before interest, taxes, depreciation and amortization
(EBITDA) resulting from such Silenor net sales in the range of
approximately $5 million to $10 million.
Richard W. Pascoe, Somaxon's President and Chief Executive
Officer, said, "We believe this acquisition will provide the
opportunity to more fully capitalize on the Silenor brand.
Moreover, with Pernix's recently announced acquisition of Cypress
and Hawthorn, we believe that the combined entity, with its broad
platform of branded, generic and OTC products, represents long-term
value for the benefit of all of our stockholders. We look forward
to working with the Pernix management team as we integrate Somaxon
with Pernix."
The acquisition is subject to the approval of Somaxon's
shareholders and the satisfaction of other terms and conditions.
Stifel Nicolaus Weisel is acting as financial advisor to Somaxon in
the transaction.
Conference Call
The management of Pernix will host a conference call today at
9:00 a.m. EST to discuss the proposed acquisition of Somaxon
Pharmaceuticals. The conference call will feature remarks from
Cooper Collins, President and Chief Executive Officer, and David
Becker, Chief Financial Officer. To participate in the live
conference call, please dial (877) 312-8783 (U.S.) or (408)
940-3874 (International), and provide passcode 80437861. A live
webcast of the call will also be available on the investor
relations section of the Company's website, www.pernixtx.com.
Please allow extra time prior to the webcast to register and
download and install any necessary audio software.
A replay of the call will be available through December 18,
2012. To access the replay, please dial (855) 859-2056 (U.S.) or
(404) 537-3406 (International), and provide passcode 80437861. An
online archive of the webcast will be available on the Company's
website for 30 days following the call.
About Pernix Therapeutics Holdings, Inc.
Pernix Therapeutics is a specialty pharmaceutical company
primarily focused on the sales, marketing, manufacturing and
development of branded, generic and OTC pharmaceutical products.
The Company manages a portfolio of branded and generic products.
The Company's branded products for the pediatrics market include
CEDAX®, an antibiotic for middle ear infections, NATROBA™, a
topical treatment for head lice marketed under an exclusive
co-promotion agreement with ParaPRO, LLC, and a family of
treatments for cough and cold (BROVEX®, ALDEX® and PEDIATEX®). The
Company's branded products for gastroenterology include
OMECLAMOX-PAK®, a 10-day treatment for H. pylori infection and
duodenal ulcer disease, and REZYST™, a probiotic blend to promote
dietary management. In addition, a product candidate utilizing
cough-related intellectual property is in development for the U.S.
OTC market. The Company promotes its branded pediatric and
gastroenterology products through its sales force. Pernix markets
its generic products through its wholly-owned subsidiary, Macoven
Pharmaceuticals. The Company's wholly-owned subsidiary, Great
Southern Laboratories, manufactures and packages products for the
pharmaceutical industry in a wide range of dosage-forms. Founded in
1996, the Company is based in The Woodlands, TX.
Additional information about Pernix is available on the
Company's website located at www.pernixtx.com.
The Pernix Therapeutics Holdings, Inc. logo is available
at http://www.globenewswire.com/newsroom/prs/?pkgid=16198
About Somaxon Pharmaceuticals, Inc.
Headquartered in San Diego, CA, Somaxon Pharmaceuticals, Inc. is
a specialty pharmaceutical company focused on the in-licensing,
development and commercialization of proprietary branded products
and product candidates to treat important medical conditions where
there is an unmet medical need and/or high-level of patient
dissatisfaction, currently in the central nervous system
therapeutic area. Somaxon's product Silenor, available by
prescription in the United States, is indicated for the treatment
of insomnia characterized by difficulty with sleep maintenance.
The Somaxon Pharmaceuticals logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=13679
Important Safety Information About Silenor
Because sleep disturbances may be caused by underlying physical
and/or psychiatric disorders, symptomatic treatment of insomnia
should be initiated only after a careful evaluation of the patient.
The failure of insomnia to remit after 7-10 days of treatment may
indicate the presence of a primary psychiatric and/or medical
illness that should be evaluated.
Patients should only take Silenor when they are prepared to get
a full night's sleep. Silenor should be taken within 30
minutes of bedtime, and patients should confine their activities
after ingestion to those necessary to prepare for bed. Patients
should not consume alcohol or take other drugs that cause
drowsiness with Silenor. Co-administration of monoamine oxidase
inhibitors (MAOIs) with Silenor has not been studied and is not
recommended. Patients should not take Silenor if they have
untreated narrow angle glaucoma, severe urinary retention, severe
sleep apnea or hypersensitivity to any of the ingredients in
Silenor. Patients should avoid engaging in hazardous activities
such as operating a motor vehicle or heavy machinery at night after
taking Silenor, and patients should be cautioned about potential
impairment in the performance of such activities that may occur
during the day following ingestion. Before taking Silenor, patients
should tell their doctors if they have a history of depression,
mental illness or suicidal thoughts.
Hypnotics have been associated with complex behaviors such as
sleep driving, preparing and eating food, making phone calls, or
having sex. Drowsiness, upper respiratory tract infections and
nausea were the most common adverse events observed in Silenor
clinical trials.
Cautionary Notice Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the completion of the proposed
merger, future financial and operating results, benefits and
synergies of the proposed merger, potential cost savings, future
opportunities for the combined company and any other statements
about Pernix's or Somaxon's management's future expectations,
beliefs, goals, plans or prospects. Statements including words
such as "estimate," "plan," "project," "forecast," "intend,"
"view," "hope," "could," "will," "should," "expect," "anticipate,"
"believe," "seek," "target" or similar expressions should also be
considered forward-looking statements. Because these
statements reflect current views, expectations and beliefs
concerning future events, these forward-looking statements involve
risks and uncertainties and assumptions as to future events that
may not prove to be accurate. No assurances can be given that the
parties to the proposed merger will be able to complete the
transaction when anticipated or at all, nor does Pernix or Somaxon
provide any assurances regarding its future performance, ability to
realize future benefits, cost savings and synergies of the proposed
merger or future opportunities for the combined company. The
following factors, among others, could cause actual results to
differ materially from those described in the forward-looking
statements: failure of Somaxon stockholders to approve the proposed
transaction; the challenges and costs of closing, integrating,
restructuring and achieving anticipated cost savings and synergies;
the ability to retain key employees; and other economic, business,
competitive, and/or regulatory factors affecting the businesses of
Somaxon and Pernix generally. In addition to these factors,
investors should note the other factors described under the caption
"Risk Factors" in Pernix's and Somaxon's respective Form 10-K,
Form 10-Q and Form 8-K filings with the Securities and Exchange
Commission and as otherwise enumerated herein or
therein. These forward-looking statements speak only as of the
date hereof. Pernix and Somaxon disclaim any intention or
obligation to update any forward-looking statements as a result of
developments occurring after the date of this document.
Important Information For Investors and Securities
Holders
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy securities, 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. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. In connection with the proposed transaction between Pernix
and Somaxon, Pernix plans to file with the Securities and Exchange
Commission ("SEC") a registration statement on Form S-4 that will
include a prospectus of Pernix that will also constitute a proxy
statement of Somaxon. Pernix and Somaxon also plan to file with the
SEC other relevant documents in connection with the proposed
agreement. INVESTORS AND SECURITIES HOLDERS ARE URGED TO CAREFULLY
READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL
BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PERNIX,
SOMAXON, THE PROPOSED MERGER AGREEMENT AND RELATED MATTERS.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus and other documents filed
with the SEC by Pernix and Somaxon (when available) through the
website maintained by the SEC at www.sec.gov. Investors and
security holders will be able to obtain free copies of the
documents filed with the SEC by Pernix on Pernix's website at
www.pernixtx.com or by contacting Pernix Investor Relations at
(800) 793-2145 ext. 3002. Investors and security holders will be
able to obtain free copies of the documents filed with the SEC by
Somaxon on Somaxon's website at www.somaxon.com or by contacting
Somaxon Investor Relations at (858) 876-6500.
Participants in the Acquisition of Somaxon
Pernix and Somaxon and their respective directors, executive
officers, members of management and employees may be deemed, under
the rules of the SEC, to be "participants in the solicitation" of
proxies from the stockholders of Somaxon 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 proxy statement/prospectus and other relevant materials to be
filed with the SEC when they become available. Information
regarding Pernix's directors and executive officers and their
beneficial ownership of Pernix common stock as of April 23, 2012 is
available in its proxy statement filed with the SEC by Pernix on
April 27, 2012, and information regarding Somaxon's directors and
executive officers and their beneficial ownership of Pernix common
stock as of April 9, 2012 is available in its proxy statement filed
with the SEC by Somaxon on April 23, 2012. You can obtain free
copies of these documents using the contact information
above.
CONTACT: Pernix Contact:
Joseph T. Schepers
Director, Investor Relations
(800) 793-2145 ext. 3002
jschepers@pernixtx.com
Somaxon Contact:
Tran Nguyen
Chief Financial Officer
Somaxon Pharmaceuticals, Inc.
(858) 876-6500
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