Eurand and Axcan Announce Shareholder Approval of Certain Matters Relating to the Tender Offer and Approval From All Relevant Antitrust Authorities
Published: Jan 20, 2011
AMSTERDAM, THE NETHERLANDS and BRIDGEWATER, NJ--(Marketwire - January 19, 2011) - Eurand N.V. (NASDAQ: EURX), a global specialty pharmaceutical company, and Axcan Holdings, Inc., a leading pharmaceutical company focused on the treatment of gastrointestinal disorders, announced that at an extraordinary general meeting of shareholders held today, Eurand N.V. obtained shareholder approval for certain matters relating to the previously disclosed offer of Axcan Pharma Holding B.V. to purchase all of the outstanding ordinary shares of Eurand N.V. (the "Tender Offer"). This includes the approval of certain transactions that are intended to be consummated after the completion of the Tender Offer. The receipt of shareholder approval satisfies one of the conditions for the consummation of the Tender Offer.
The companies also announced the receipt of all approvals from all relevant antitrust authorities relating to the Tender Offer. These approvals include the expiration of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which occurred at 11:59 p.m. on January 18, 2011. The receipt of these approvals satisfies one of the conditions necessary for the consummation of the Tender Offer.
On December 21, 2010, Axcan Pharma Holding B.V., a wholly owned subsidiary of Axcan Holdings, Inc., commenced its Tender Offer to acquire all of the outstanding ordinary shares of Eurand, N.V. at a purchase price of $12.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes. The Tender Offer is scheduled to expire at 12:01 a.m., New York City time, on January 21, 2011, unless the Tender Offer is extended or earlier terminated. The Tender Offer remains subject to certain conditions described in the tender offer statement on Schedule TO, filed with the Securities and Exchange Commission (the "SEC") on December 21, 2010 and as amended on January 11, 2011.
Eurand is a specialty pharmaceutical company that develops, manufactures and commercializes enhanced pharmaceutical and biopharmaceutical products based on its proprietary pharmaceutical technologies. Eurand has had six products approved by the FDA since 2001 and has a pipeline of product candidates in development for itself and its collaboration partners. Its technology platforms include bioavailability enhancement of poorly soluble drugs, custom release profiles and taste-masking/orally disintegrating tablet (ODT) formulations. Eurand is a global company with facilities in the U.S. and Europe. For more information, visit www.Eurand.com.
Axcan Holdings Inc., parent company of Axcan Intermediate Holdings Inc., is a privately held, leading global specialty pharmaceutical company engaged in gastroenterology with clinical and commercial operations in the United States, the European Union and Canada. Axcan develops, markets and sells pharmaceutical products used in the treatment of a variety of gastrointestinal diseases and disorders.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Tender Offer for the outstanding shares of Eurand ordinary shares described in this press release is being made pursuant to a tender offer statement on Schedule TO, filed by Axcan Pharma Holding B.V. and Axcan Holdings Inc. with the SEC on December 21, 2010 and amended on January 11, 2011. Eurand filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the Tender Offer on December 22, 2010 and filed an amendment to the Schedule 14D-9 on January 13, 2011. Investors and Eurand shareholders are strongly advised to carefully read the tender offer statement (including the offer to purchase, letter of transmittal and other offer documents) and the related solicitation/recommendation statement before any decision is made with respect to the Tender Offer because they will contain important information. The offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, are available to all shareholders of Eurand at no expense to them from Axcan by directing a request to firstname.lastname@example.org or (450) 467-2600 ext. 2442 or from Eurand by directing a request to Eurand at email@example.com or (267) 759-9335. These documents will also be available at no charge at the SEC's website at www.sec.gov.
Forward Looking Statement
This release contains forward looking statements, including statements regarding the proposed transaction, its timing and terms and statements regarding the expectations for the combined company. Forward-looking statements include those which express plan, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. The words "expects," "potentially," "anticipates," "could," "calls for" and similar expressions also identify forward-looking statements. These statements are based upon the parties' current expectations and are subject to risks and uncertainties which could cause actual results and developments to differ materially from those expressed or implied in such statements. Factors that could affect actual results and developments include, successful completion of the proposed transaction on a timely basis, the impact of regulatory reviews on the proposed transaction, the successful tender of the outstanding ordinary shares of Eurand, the satisfaction of customary conditions, the ability of the buyer to obtain financing for the proposed transaction and to achieve synergies and other anticipated benefits following completion of the proposed transaction, the results, consequences, effects or timing of any inquiry or investigation by any regulatory authority or any legal or administrative proceedings, the successful preparation and implementation of an effective integration plan, and any other risks set forth in the parties' filings with the SEC, including Eurand's annual report on Form 20-F and periodic reports on Form 6-K and Axcan Intermediate Holdings Inc.'s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as the Schedule TO and Schedule 14D-9, as each may be amended, with respect to the proposed Tender Offer. Investors should evaluate any statement in light of these important factors. Forward-looking statements contained in this press release are made as of this date, and, other than as required by applicable law, the parties undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Actual events could differ materially from those anticipated in the forward-looking statements.
Jeffrey Taufield or Ruth Pachman
Kekst and Company
Email Contact or Email Contact
Senior Vice President and Chief Financial Officer
450-467-2600 ext. 2442