To: BulbaMan who wrote (143 ) 1/28/2009 3:47:05 AM From: dr.praveen 1 Recommendation Respond to of 418 A little munch NitroMed Announces Agreement to Be Acquired by Deerfield Management; Terminates Agreements With Archemix Corp. and JHP Pharmaceuticals, LLC LEXINGTON, MA--(MARKET WIRE)--Jan 27, 2009 -- NitroMed, Inc. (NasdaqGM:NTMD - News) today announced that it entered into a merger agreement to be acquired by affiliates of Deerfield Management, a leading healthcare investment organization. Under the terms of the merger agreement with Deerfield, NitroMed stockholders will receive $.80 per share in cash, subject to adjustment for net cash balances at the closing of the merger. Prior to entering into the merger agreement with Deerfield, NitroMed terminated its previously announced purchase and sale agreement with JHP Pharmaceuticals, LLC and its previously announced merger agreement with Archemix Corp. in accordance with the terms of those agreements, including the payment of termination fees. In connection with the termination of the JHP purchase and sale agreement, NitroMed paid a fee of approximately $900,000 to JHP; and in connection with the termination of the Archemix merger agreement, NitroMed paid a $1.5 million fee to Archemix. NitroMed entered into the merger agreement with Deerfield following the recommendation and approval of a special committee of the board of directors and the full board of directors, which both determined that the terms and conditions of the merger agreement with Deerfield was superior to the terms of both the JHP purchase and sale agreement and the Archemix merger agreement. The transaction is expected to be completed by April 2009. The merger agreement includes a "go-shop" provision that allows NitroMed, acting under the direction of a special committee of the board of directors, to solicit, negotiate and evaluate competing acquisition proposals during a post-signing period ending on February 26, 2009. In accordance with the merger agreement, NitroMed, with the assistance of its advisors, intends to actively solicit competing acquisition proposals during this period. There is no assurance that the "go-shop" provision will result in a higher offer. The closing of the proposed merger is subject to various conditions, including approval by NitroMed's stockholders and other customary closing conditions. A special meeting of NitroMed's stockholders will be scheduled as soon as practicable following the preparation and filing of proxy materials with the Securities and Exchange Commission. In connection with the termination of the JHP purchase and sale agreement, NitroMed cancelled its special meeting of stockholders to approve the sale of substantially all of NitroMed's assets to JHP. Cowen and Company, LLC is acting as exclusive financial advisor to NitroMed and Wilmer Cutler Pickering Hale and Dorr LLP is acting as legal counsel to NitroMed.