Cougar Biotechnology Announces Dismissal of Class Action Complaint Seeking to Enjoin Tender Offer & Termination of Hart-Scott...
June 23 2009 - 11:50AM
Business Wire
Cougar Biotechnology, Inc. (NASDAQ: CGRB) announced today the
voluntary dismissal by the plaintiff of a class action complaint
filed on May 28, 2009 in the Superior Court of the State of
California, Los Angeles County. The complaint, captioned Puzanov v.
Cougar Biotechnology, Inc., et al., Case No. BC 414586, sought to
enjoin the tender offer commenced by Kite Merger Sub, Inc., a
wholly owned subsidiary of Johnson & Johnson (NYSE: JNJ), for
all of the outstanding shares of Cougar Biotechnology�s common
stock at a price of $43.00 per share. Cougar will pay no settlement
or attorneys� fees or other expenses of the plaintiff in connection
with dismissal of the complaint.
Cougar also noted that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR)
applicable to the tender offer was terminated on June 17, 2009. The
termination of the HSR waiting period satisfies one of the
conditions of the tender offer. Completion of the tender offer
remains subject to the tender of a majority of Cougar�s outstanding
shares of common stock on a fully diluted basis and the
satisfaction of certain other conditions.
About Cougar
Cougar Biotechnology, Inc. is a Los Angeles-based biotechnology
company, established to in-license and develop clinical stage
drugs, with a specific focus on the field of oncology. Cougar�s
oncology portfolio includes CB7630, a targeted inhibitor of the
17alpha-hydroxylase/c17,20 lyase enzyme, which is currently being
tested in Phase III clinical trials in prostate cancer and a Phase
I/II trial in breast cancer; CB3304, an inhibitor of microtubule
dynamics, which is currently in a Phase I trial in multiple
myeloma; and CB1089, an analog of vitamin D, which has been
clinically tested in a number of solid tumor types.
Additional Information and Where to Find It
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell securities. The tender offer is being made pursuant to a
tender offer statement on Schedule TO (including the offer to
purchase, letter of transmittal and other related tender offer
materials) that was filed by Johnson & Johnson and Kite Merger
Sub, Inc., with the Securities and Exchange Commission (SEC) on
June 5, 2009. In addition, on June 5, 2009, Cougar Biotechnology
filed a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC related to the tender offer. These materials, as they
may be amended from time to time, contain important information,
including the terms and conditions of the offer, that should be
read carefully before any decision is made with respect to the
tender offer. Investors and stockholders can obtain a free copy of
these materials and other documents filed by Johnson & Johnson,
Kite Merger Sub, Inc., and Cougar Biotechnology with the SEC at the
website maintained by the SEC at www.sec.gov. The tender offer
materials may also be obtained free of charge by contacting the
information agent for the tender offer, Georgeson, at
1-212-440-9800 for banks and brokers and 1-877-278-9667 for
stockholders and all others, or by writing to 199 Water Street,
26th floor, New York, NY 10038.
Except for the historical information contained herein, the
matters set forth in this press release, including statements as to
research and development, commercialization of products and the
pending acquisition of Cougar Biotechnology, are forward-looking
statements within the meaning of the �safe harbor� provisions of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially, including
operating losses and fluctuations in operating results; capital
requirements; regulatory review and approval of our products; the
conduct and timing of clinical trials; commercialization of
products; market acceptance of products; product labeling;
concentrated customer base; reliance on strategic partnerships and
collaborations; uncertainties in drug development; uncertainties
regarding intellectual property, failure to satisfy conditions to
the closing of the acquisition and other risks detailed from time
to time in Cougar Biotechnology�s SEC reports, including its Annual
Report on Form 10-K for the year ended December�31, 2008. Cougar
Biotechnology disclaims any intent or obligation to update these
forward-looking statements.
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