Forest Laboratories Completes Acquisition of Clinical Data, Inc.
April 13 2011 - 3:37PM
Business Wire
Forest Laboratories, Inc. (NYSE: FRX) (“Forest”) today announced
that it has successfully completed its acquisition of Clinical
Data, Inc. (NASDAQ: CLDA) (“Clinical Data”) by means of what is
known as a short-form merger under Delaware law.
On April 12, 2011, Forest announced the successful completion of
the tender offer by its indirect wholly-owned subsidiary Magnolia
Acquisition Corp. (“Magnolia”) for all outstanding shares of common
stock of, and certain outstanding notes and warrants convertible
into the common stock of, Clinical Data. On April 13, 2011, Forest
effected the short-form merger of Magnolia with and into Clinical
Data, with Clinical Data continuing as the surviving corporation
and a wholly-owned subsidiary of Dogwood Holding Corp., an indirect
subsidiary of Forest, in accordance with the Agreement and Plan of
Merger, dated as of February 22, 2011, by and among Forest, FL
Holding CV, an indirect wholly-owned subsidiary of Forest, Magnolia
and Clinical Data (the “Merger Agreement”). As a result of the
purchase of the shares, warrants and convertible notes in the
tender offer, and the conversion of the convertible notes into
shares of Clinical Data common stock, Forest and Magnolia had
sufficient voting power to approve the merger without the
affirmative vote of any other stockholder of Clinical Data. Due to
the completion of the merger, April 13, 2011 was the last day
shares of Clinical Data common stock traded on Nasdaq.
In the merger, all outstanding shares of Clinical Data common
stock (other than shares held by Magnolia or Clinical Data, or
shares held by Clinical Data stockholders who have and validly
exercise appraisal rights under Delaware law) were canceled and
converted into the right to receive the same $30.00 per share in
cash plus contingent consideration of up to $6.00 per share that
was offered in the tender offer. Payment of any contingent
consideration will be governed by the terms of a Contingent Value
Rights Agreement, dated as of April 12, 2011, by and among Forest,
FL Holding CV and Magnolia for the benefit of tendering
securityholders based upon achievement of certain milestones
related to Viibryd™. Additionally, in the merger, all outstanding
warrants issued by Clinical Data and exercisable for the common
stock of Clinical Data were converted into the right to receive
amounts set forth in the Merger Agreement. Information regarding
the merger is being mailed to Clinical Data stockholders who did
not tender their shares in the tender offer and instructions will
be mailed to those stockholders outlining the steps to be taken to
obtain the merger consideration.
About Forest Laboratories
Forest Laboratories’ (NYSE: FRX) longstanding global
partnerships and track record developing and marketing
pharmaceutical products in the United States have yielded its
well-established central nervous system and cardiovascular
franchises and innovations in anti-infective and respiratory
medicine. The Company’s pipeline, the most robust in its history,
includes product candidates in all stages of development across a
wide range of therapeutic areas. The Company is headquartered in
New York, NY. To learn more, visit www.FRX.com.
A Caution Concerning Forward Looking Statements
Certain statements in this press release may be forward-looking
statements. Forest cautions that these forward-looking statements
are subject to a number of risks and uncertainties that could cause
actual results to differ from those set forth in the forward
looking statements, including the timing and the benefits of the
business combination transaction involving Forest and Clinical
Data; the risk that the businesses will not be integrated
successfully; uncertainties regarding the timing of launch of
Viibryd and future sales of Viibryd; the risk that the cost savings
and any other synergies from the transaction may not be fully
realized or may take longer to realize than expected; the
difficulty of predicting FDA approvals; the acceptance and demand
for new pharmaceutical products; the impact of competitive products
and pricing; the timely development and launch of new products; and
the risk factors listed from time to time in Forest Laboratories'
Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and any
subsequent filings with the United States Securities and Exchange
Commission (the “SEC”) and Clinical Data’s Annual Report on Form
10-K, Quarterly Report on Form 10-Q, and any subsequent filings
with the SEC.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. On March 8, 2011,
Forest and Magnolia filed a tender offer statement on Schedule TO
with the SEC, and have mailed an offer to purchase, forms of letter
of transmittal and related documents to Clinical Data
securityholders. Clinical Data has filed with the SEC and mailed to
Clinical Data securityholders, a solicitation/recommendation
statement on Schedule 14D-9 with respect to the offer. The
materials, in each case as amended, contain important information
that should be read carefully. These materials (and all other
materials filed by Clinical Data with the SEC) will be available at
no charge from the SEC through its website at www.sec.gov. Free
copies of the offer to purchase, the related letters of transmittal
and certain other offering documents may be obtained by directing a
request to Forest at www.frx.com.
The Depositary for the tender offer is American Stock
Transfer & Trust Company, LLC, Operations Center, Attn:
Reorganization Department, P.O. Box 2042, New York, NY 10272-2042.
The Dealer Manager for the tender offer is Morgan Stanley & Co.
Incorporated, 1585 Broadway, New York, NY 10036. The Information
Agent for the tender offer is MacKenzie Partners, Inc., 105 Madison
Avenue, New York, NY 10016. The tender offer materials may be
obtained at no charge by directing a request by mail to MacKenzie
Partners, Inc. or by calling toll-free at (800) 322-2885 or collect
at (212) 929-5500. Additionally, any questions related to the
tender offer may be directed to MacKenzie Partners, Inc. at the
mailing address or telephone numbers provided above.
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