Bradley Pharmaceuticals Announces Filing of Definitive Proxy Statement for Special Meeting of Stockholders to Approve Merger Wit
17 Janvier 2008 - 11:07PM
PR Newswire (US)
FAIRFIELD, N.J., Jan. 17 /PRNewswire-FirstCall/ -- Bradley
Pharmaceuticals, Inc. (NYSE:BDY) announced today that it has filed
a definitive proxy statement with the Securities and Exchange
Commission for a special meeting of stockholders to be held on
February 21, 2008 at 9:30 a.m., Eastern Time at the offices of
Morrison & Foerster LLP, 1290 Avenue of the Americas, New York,
NY 10104 for the purpose of voting on a proposal to approve the
merger agreement with Nycomed US Inc., a subsidiary of Nycomed
S.C.A., SICAR. The Company expects to commence the mailing of the
definitive proxy statement to stockholders on or about January 17,
2008. Stockholders of record on January 10, 2008 will be entitled
to receive notice of and to vote at the special meeting. Pursuant
to the merger agreement, all outstanding shares of the Company will
be converted into $20.00 per share in cash. The transaction is
conditioned on receipt of approval by holders of a majority of the
outstanding shares of Bradley's common stock and Class B common
stock, voting together as one class. If approval is received, the
merger is expected to be consummated shortly after the special
meeting. The Company announced that applicable waiting periods
under U.S., German and Italian antitrust regulations with respect
to the merger had expired or cleared. The Company also announced
that it and the other defendants entered into a memorandum of
understanding with the plaintiffs to settle all outstanding state
and federal class action litigations that were brought following
Daniel Glassman's public announcement disclosing his intent to
propose an acquisition of the Company's outstanding shares. The
settlement is subject to customary conditions, including court
approval following notice to members of the proposed settlement
class and consummation of the merger. If finally approved by the
court, the settlement will resolve all claims that were or could
have been brought on behalf of the proposed settlement class in the
litigations being settled, including all claims relating to the
merger, the merger agreement and any disclosure made by the Company
in connection with the merger. The memorandum of understanding does
not change any of the terms or conditions of the merger. The
transaction is subject to other customary closing conditions. There
is no financing condition, and the obligations of Nycomed US are
guaranteed by Nycomed S.C.A., SICAR. About Bradley Pharmaceuticals,
Inc. Bradley Pharmaceuticals, Inc. was founded in 1985 as a
specialty pharmaceutical company and markets to niche physician
specialties in the U.S. and international markets. Bradley's
success is based upon its core strengths in marketing and sales,
which enable the company to Commercialize brands that fill unmet
patient and physician needs; Develop new products through life
cycle management; and In-License phase II and phase III drugs with
long-term intellectual property protection that upon approval
leverage Bradley's marketing and sales expertise to increase
shareholder value. Bradley Pharmaceuticals is comprised of Doak
Dermatologics, specializing in therapies for dermatology and
podiatry; Kenwood Therapeutics, providing gastroenterology, OBGYN,
respiratory and other internal medicine brands; and A. Aarons,
which markets authorized generic versions of Doak and Kenwood
therapies. Additional Information and Where to Find It In
connection with the proposed merger, the Company has filed a
definitive proxy statement with the Securities and Exchange
Commission ("the SEC"). BEFORE MAKING ANY VOTING DECISION, THE
COMPANY'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND
ANY OTHER RELEVANT MATTERS CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The
definitive proxy statement is being mailed to the stockholders of
the Company on or about January 17, 2008. The Company's
stockholders may obtain, without charge, a copy of the definitive
proxy statement and other documents filed with the SEC from the
SEC's website at http://www.sec.gov/. The Company's stockholders
may also obtain, without charge, a copy of the definitive proxy
statement and other documents from the Company by directing such
request to Investor Relations, telephone: (973) 882-1505, Ext. 313
and its website, http://www.bradpharm.com/. Participants in the
Solicitation The Company and its directors, executive officers and
other members of its management may be deemed to be participants in
the solicitation of proxies from the Company's stockholders with
respect to the proposed merger with Nycomed. More detailed
information regarding the identity of potential participants, and
their direct or indirect interests, by securities, holdings or
otherwise, is set forth in the proxy statement and other materials
filed with the SEC in connection with the proposed transaction.
Information about the Company's directors and executive officers
may be found in the Company's definitive proxy statement filed with
the SEC on May 17, 2007. Safe Harbor for Forward-Looking Statements
- This release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements that address
activities, events or developments that Bradley expects, believes
or anticipates will or may occur in the future, including
statements about the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, the outcome of any legal proceedings that have been or
may be instituted against the Company and others related to the
merger agreement; the inability to complete the merger due to the
failure to obtain stockholder approval for the merger or the
failure to satisfy other conditions to completion of the merger.
Forward-looking statements are subject to numerous risks and
uncertainties, including the inability to satisfy the conditions to
the merger transaction, many of which are beyond Bradley's control.
Actual results may differ materially from those projected. These
risks and uncertainties include those described from time to time
in Bradley's SEC filings, including its Annual Report on Form 10-K
and its most recent Quarterly Report on Form 10-Q. Except as
required by law, Bradley undertakes no obligation to publicly
update any forward-looking statement in this press release,
including any information related to the special committee and its
work, whether as a result of new information, future events or
otherwise. DATASOURCE: Bradley Pharmaceuticals, Inc. CONTACT:
Investors, Anthony Griffo at Bradley Pharmaceuticals, Inc.,
+1-973-882-1505, ext. 313 Web site: http://www.bradpharm.com/
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