And the JAV/HSP merger goes Jekyl/Hyde as Javelin sues for completion and HSP continues to assert that conditions have not been satisfied . . .
>>June 3, 2010, 7:30 am EDT
CAMBRIDGE, Mass.--(BUSINESS WIRE)--Javelin Pharmaceuticals, Inc. (NYSE -- Amex: JAV) ("Javelin") today announced that it has filed a lawsuit against Hospira, Inc. ("Hospira") and Discus Acquisition Corporation, a wholly owned subsidiary of Hospira formed to acquire Javelin ("Discus"). The complaint, filed in the Delaware Court of Chancery by Javelin, seeks to compel Hospira and Discus to complete the agreed-upon merger pursuant to the definitive merger agreement among Javelin, Hospira and Discus dated April 17, 2010. Javelin also has filed a motion seeking expedited proceedings in Delaware court to allow for an early trial at which it will seek an order requiring Hospira to fulfill its obligations under the merger agreement and under the loan agreement dated April 17, 2010 among Javelin, Hospira and Innovative Drug Delivery Systems, Inc., a wholly-owned subsidiary of Javelin.
On May 19, 2010, Hospira announced that Discus was extending the tender offer to purchase all outstanding shares of the common stock of Javelin to 12:00 midnight, New York City time, on June 2, 2010. Hospira announced that the extension of the offering period under the merger agreement was based on certain of the conditions to Discus’s obligation to accept and pay for shares tendered through May 18, 2010, which represented 78.82% of the shares of common stock of Javelin outstanding, not being fully satisfied prior to the expiration of the initial offering period of the tender offer. Javelin asserts in the complaint that all of the conditions of the tender offer were satisfied immediately prior to the expiration of the initial offering period and continue to be satisfied. Neither Hospira nor Discus has identified the condition or conditions to completion of the tender offer that Javelin has failed to satisfy.
The complaint contends that Hospira and Discus have breached the merger agreement by failing to accept and pay for shares tendered through May 18, 2010 and by failing to complete the merger transaction. The complaint further asserts that Hospira breached the terms of a loan agreement pursuant to which Hospira was obligated to provide to Javelin an additional loan of $2 million on June 1, 2010.
Javelin has asked the Court to award Javelin specific performance of the merger agreement to consummate the merger in accordance with its terms and also to require Hospira to perform its obligations under the loan agreement.<<
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>>8:37 am EDT
LAKE FOREST, Ill., June 3 /PRNewswire-FirstCall/ -- Hospira, Inc. (NYSE:HSP - News), a global specialty pharmaceutical and medication delivery company, today announced a further extension of the tender offer by Discus Acquisition Corporation, a wholly owned Hospira subsidiary, to purchase all outstanding shares of the common stock of Javelin Pharmaceuticals, Inc. (NYSE - Amex: JAV).
As reported by Javelin on May 24, 2010, Therabel Pharma UK Limited ("Therabel"), a subsidiary of Therabel Pharma N.V. and Javelin's licensee of commercial rights to Dyloject™ (diclofenac sodium) in the European Union, has informed Javelin and publicly announced that it is withdrawing all batches of Dyloject (diclofenac 75mg/2ml) from the UK market with a Drug Alert Class 2 Medicines Recall. Therabel reported that it became aware of the presence of a white particulate matter in some vials of Dyloject in its supply chain.
Since being advised of the particulate issue affecting Javelin's Dyloject product, Hospira's scientific and regulatory teams have worked with their counterparts at Javelin to conduct an initial analysis of the cause of the issue and to begin to assess its probable effect on Javelin's business. Based on its evaluation of the information regarding the particulate issue that have been made available to date, and in accordance with the merger agreement between the parties, Hospira has delivered notice of the extension of the tender offer to Javelin based on its determination that all of the conditions to the offer had not been satisfied as of the expiration date of the offer. Hospira intends to continue to work with Javelin to confirm the satisfaction of the conditions to the offer as promptly as practicable.
The offer, which was scheduled to expire at 12:00 midnight, New York City time, on June 2, 2010 (the end of the day on June 2, 2010) has been extended until 12:00 midnight, New York City time, on June 16, 2010 (the end of the day on June 16, 2010), unless extended for a further period. All other terms and conditions of the tender offer remain unchanged, including procedures for tendering and withdrawing shares during the extension of the original offer period. As of the expiration of the current offer period, a total of 50,833,658 Javelin shares (including 2,588,868 shares tendered pursuant to guaranteed delivery procedures), representing approximately 78.47 percent of the outstanding shares of Javelin common stock, had been validly tendered and not withdrawn.
After expiration of the offer, if all conditions of the tender offer have been met, Hospira intends to acquire all of the remaining outstanding shares of Javelin common stock by means of a merger under Delaware law. As a result, Javelin would be a wholly owned subsidiary of Hospira, Javelin's shares would cease to be traded on the NYSE Amex, and Javelin would no longer be required to file certain information and periodic reports with the U.S. Securities and Exchange Commission.<<
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Probably not going to get done until the root cause of the particulate matter is found and dealt with. Won't be boring. The last time JAV shares got whacked on a setback, one could have made a nice profit on the bounce. Again? Now at $1.30 for scorekeeping's sake.
Cheers, Tuck |
