Chelsea Therapeutics Announces the Expiration of the Hart-Scott-Rodino Waiting Period in Relation to the Proposed Acquisition...
June 06 2014 - 6:00AM
Chelsea Therapeutics International, Ltd. (Nasdaq:CHTP) today
announced the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") in
connection with the previously announced Agreement and Plan of
Merger, dated as of May 7, 2014 (the "Merger Agreement"), by and
among Chelsea, H. Lundbeck A/S ("Lundbeck"), and Charlie
Acquisition Corp., an indirect wholly owned subsidiary of Lundbeck
("Acquisition Sub").
As announced on May 23, 2014, Lundbeck has commenced a tender
offer (the "Offer") to purchase all of the outstanding shares of
Chelsea for $6.44 per share in cash and one contingent value right
that may pay up to an additional $1.50 per share upon achievement
of certain net sales milestones, for a total potential
consideration of up to $7.94 per share, or an aggregate of $658
million on a fully diluted basis.
As described in Chelsea' Solicitation/Recommendation Statement
on Schedule 14D-9 (the "Statement") filed with the Securities and
Exchange Commission (the "SEC") and mailed to Chelsea's
stockholders on May 23, 2014, Chelsea's Board of Directors has
unanimously recommended that Chelsea's stockholders accept the
Offer and tender their shares pursuant to the Offer. The initial
expiration date of the Offer is at 12:00 midnight, New York City
time, on June 20, 2014 (one minute after 11:59 p.m., New York City
time, on June 20, 2014), subject to extension in certain
circumstances as permitted under the Merger Agreement and
applicable law.
Subject to Acquisition Sub's irrevocable acceptance for payment
in the Offer of at least a majority of Chelsea's common stock
outstanding on a fully diluted basis and to the satisfaction or
waiver of certain other customary conditions, Acquisition Sub will
merge with and into the Company (the "Merger") and, subject to
certain exceptions, each Chelsea share not tendered in the Offer
will be cancelled and converted into the right to receive in the
Merger the same consideration per share paid in the Offer. The
Merger will be effected as soon as practicable after the closing of
the Offer.
Expiration of the waiting period under the HSR Act satisfies one
of the conditions necessary for the closing of the Offer and the
Merger. The Offer and the Merger remain subject to other customary
closing conditions.
About Chelsea Therapeutics
Chelsea Therapeutics (Nasdaq:CHTP) is a biopharmaceutical
development company that acquires and develops innovative products
for the treatment of a variety of human diseases, including central
nervous system disorders. Chelsea acquired global development and
commercialization rights to droxidopa (L-DOPS), or NORTHERA, from
Dainippon Sumitomo Pharma Co., Ltd. in 2006, excluding Japan,
Korea, China and Taiwan. For more information about the Company,
visit www.chelseatherapeutics.com.
Safe Harbor/Forward-Looking Statements
The above information contains forward-looking statements,
including without limitation statements regarding the planned
completion of the Offer and the Merger.
Some of these forward-looking statements may contain words like
"believe," "may," "could," "would," "might," "possible," "will,"
"should," "expect," "intend," "plan," "anticipate," or "continue,"
the negative of these words, or other terms of similar meaning or
they may use future dates. These statements are subject to risks
and uncertainties that could cause actual results and events to
differ materially from those anticipated, including, but not
limited to, risks and uncertainties related to: the timing of the
transaction; diversion of the attention of Chelsea's management
away from Chelsea's day-to-day business operations; the percentage
of Chelsea's stockholders tendering their shares in the Offer; the
possibility that competing offers will be made and the effects of
provisions in the Merger Agreement that could discourage or make it
difficult for competing offers to be made; the possibility that
various closing conditions for the transaction may not be satisfied
or waived, including that a governmental entity may prohibit, delay
or refuse to grant approval for the consummation of the
transaction; the effects of disruption caused by the transaction
making it more difficult to maintain relationships with employees,
collaborators, vendors and other business partners; stockholder
litigation in connection with the transaction resulting in
significant costs of defense, indemnification and liability; and
other risks and uncertainties discussed in Chelsea's filings with
the SEC, including the "Risk Factors" sections of Chelsea's Annual
Report on Form 10-K for the year ended December 31, 2013 and
Quarterly Report on Form 10-Q for the quarter ended March 31, 2014,
as well as the Statement and the tender offer documents filed by
Lundbeck and Acquisition Sub. Chelsea undertakes no obligation to
update any forward-looking statements as a result of new
information, future developments or otherwise, except as expressly
required by law. All forward-looking statements in this document
are qualified in their entirety by this cautionary statement.
CONTACT: Investors:
David Pitts
Argot Partners
212-600-1902
david@argotpartners.com
Media:
Chuck Burgess
Abernathy MacGregor
212-371-5999
CLB@abmac.com
Liz Micci
Abernathy MacGregor
212-371-5999
EDM@abmac.com
Chelsea Therapeutics International, Ltd. (MM) (NASDAQ:CHTP)
Historical Stock Chart
From May 2024 to Jun 2024
Chelsea Therapeutics International, Ltd. (MM) (NASDAQ:CHTP)
Historical Stock Chart
From Jun 2023 to Jun 2024