VICTORIA, Nov. 23 /PRNewswire-FirstCall/ - Aspreva Pharmaceuticals Corporation today announced that meeting materials regarding a special meeting to consider the proposed statutory plan of arrangement (“Arrangement”) with Galenica Group have been mailed to Aspreva shareholders and optionholders of record. Copies of the meeting materials, including the management information circular and forms of proxy, are available on the United States Securities and Exchange Commission’s website at www.sec.gov, and on the Canadian provincial securities authorities SEDAR website at www.sedar.com.
As indicated in the management information circular mailed today, Aspreva’s Board of Directors has approved the Arrangement and recommends that Aspreva shareholders vote in favor of the resolutions approving the Arrangement at the special meeting. As previously announced on October 17, 2007, Aspreva entered into a combination agreement with Galenica Group under which Galenica, through a wholly-owned subsidiary, agreed to acquire all of Aspreva’s outstanding shares at a price of US$26.00 per share in cash. The total value of the transaction is approximately US$915 million.
On November 15, 2007 Aspreva obtained an interim order from the British Columbia Supreme Court approving, among other things, the holding of a special meeting of Aspreva shareholders and optionholders to consider the Arrangement. The special meeting will be held on December 17, 2007 at 10:00AM (Pacific) at the Four Seasons Hotel, 791 West Georgia Street, Vancouver, British Columbia. The record date for determining shareholders and optionholders entitled to receive notice of and vote at the special meeting has been fixed at the close of business on November 9, 2007.
Subject to approval by the shareholders and optionholders at the special meeting and all regulatory approvals being obtained or concluded, the Court hearing regarding the final order to approve the Arrangement is currently scheduled to take place on December 18, 2007, with closing of the transaction anticipated on January 3, 2008.
Financial and Legal Advisors
Lazard Freres & Co. LLP and Lehman Brothers Inc. have acted as financial advisors to Aspreva with respect to the Arrangement. Aspreva’s Canadian legal advisors are Farris, Vaughan, Wills & Murphy LLP and McCarthy Tetrault LLP, while its United States legal advisors are Cooley Godward Kronish LLP.
About Galenica
Galenica is a diversified Group active throughout the healthcare market which, among other things, develops, manufactures and markets pharmaceutical products, runs pharmacies, provides logistical services and access to databases and sets up networks. The Galenica Group enjoys a leading position in all its areas of activity - pharmaceutical manufacturing, pre-wholesaling, distribution, healthcare information and retailing. A large part of the Group’s income is generated by international operations. For more information please visit www.galenica.com
About Aspreva
Aspreva is a global pharmaceutical company focused on identifying, developing, and, upon approval, commercializing evidence-based medicines for patients living with less common diseases. Aspreva common stock is traded on the NASDAQ Global Select Market under the trading symbol ASPV and on the Toronto Stock Exchange under the trading symbol ASV. Learn more about the company at www.aspreva.com
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable securities laws in Canada (collectively, “forward-looking statements”). The words “anticipates”, “believes”, “budgets”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “might”, “plans”, “projects”, “schedule”, “should”, “will”, “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements in this news release include, but are not limited to, statements about: the potential acquisition of Aspreva by Galenica in an all cash transaction valued at USD$26.00 per outstanding share (the “Acquisition”); a special meeting of Aspreva’s shareholders to consider the Acquisition, currently scheduled for December 2007; and the approval of the Acquisition by Aspreva’s shareholders and the Canadian regulatory authorities.
With respect to the forward-looking statements contained in this news release, Aspreva has made numerous assumptions regarding, among other things: Galenica’s ability to finance the Acquisition valued at USD$26.00 per outstanding share; the ability of Aspreva and Galenica to satisfy all of the closing conditions to complete the Acquisition; Aspreva’s ability to protect its intellectual property rights and to not infringe on the intellectual property rights of others; and Aspreva’s ability to comply with applicable governmental regulations and standards. Readers are cautioned that the plans, intentions or expectations disclosed in any forward-looking statements and underlying assumptions may not be achieved and that they should not place undue reliance on any forward-looking statement. Actual results or events could differ materially from the plans, intentions, expectations, and assumptions expressed or implied in any forward-looking statements as a result of numerous risks, uncertainties and other factors, including those relating to: the possibility of not satisfying all of the closing conditions to complete the Acquisition; the possibility that Aspreva’s shareholders do not approve the Acquisition at the special meeting of shareholders; risks related to integration of acquisitions; difficulties or delays in obtaining regulatory approvals; competition from other pharmaceutical or biotechnology companies; economic and capital market conditions; and currency exchange rates.
For a more thorough discussion of the risks associated with Aspreva’s business, see the “Risk Factors” section in Aspreva’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, filed with the U.S. Securities and Exchange Commission at www.sec.gov and with securities regulatory authorities in Canada at www.sedar.com. Although we have attempted to identify important risks, uncertainties and other factors that could cause actual results or events to differ materially from those expressed or implied in the forward-looking statements, there may be other factors that cause actual results or events to differ from those expressed or implied in the forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement and Aspreva undertakes no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise after the date hereof.
CONTACT: Sage J. Baker, Vice President, IR & Corporate Communications, Aspreva Pharmaceuticals, (250) 708-4270, sbaker@aspreva.com
CONTACT: Sage J. Baker, Vice President, IR & Corporate Communications,
Aspreva Pharmaceuticals, (250) 708-4270, sbaker@aspreva.com
