Caraco Pharmaceutical Laboratories and DUSA Pharmaceuticals Announce Early Termination of the Hart-Scott-Rodino Waiting Period
December 05 2012 - 11:00AM
Caraco Pharmaceutical Laboratories, Ltd. ("CPL"), a wholly owned
subsidiary of Sun Pharmaceutical Industries Limited ("Sun Pharma"),
and DUSA Pharmaceuticals, Inc. (Nasdaq:DUSA) ("DUSA") today
announced that they have received notice from the Federal Trade
Commission granting early termination of the waiting period for
U.S. antitrust review under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended ("HSR Act"), in connection
with the previously announced acquisition of the outstanding shares
of DUSA by Caraco Acquisition Corporation ("Purchaser"), a wholly
owned subsidiary of CPL. Accordingly, the condition to the closing
of the tender offer with respect to the expiration or termination
of the applicable waiting period under the HSR Act has been
satisfied. The transaction remains subject to other closing
conditions as set forth in the offer to purchase filed by Purchaser
and certain of its affiliates with the U.S. Securities and Exchange
Commission ("SEC") on November 21, 2012.
The tender offer to acquire all of the outstanding shares of
common stock of DUSA for $8.00 per share, net to the seller in cash
without interest and less any required withholding taxes, was
commenced on November 21, 2012. The tender offer is being made
pursuant to the offer to purchase and related letter of
transmittal, each dated November 21, 2012. The tender offer is
scheduled to expire at midnight, New York time, on December 19,
2012 (at the end of the day), unless extended or earlier terminated
in accordance with the offer to purchase and the applicable rules
and regulations of the SEC.
About Caraco Pharmaceutical Laboratories
Detroit-based Caraco Pharmaceutical Laboratories, Ltd. develops,
manufactures, markets and distributes generic pharmaceuticals to
the nation's largest wholesalers, distributors, drugstore chains
and managed care providers.
About DUSA
DUSA Pharmaceuticals, Inc. is a market leader in photodynamic
therapy (PDT), marketing products to dermatologists to treat
patients with minimally to moderately thick actinic keratoses (AKs)
of the face or scalp. DUSA commercial brands include BLU-U®, and
LEVULAN®/ KERASTICK®. www.dusapharma.com
DUSA Forward-Looking Statement
This news release includes "forward-looking statements" within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. The
forward-looking statements in this new release relating to
management's expectations and beliefs are based on preliminary
information and management assumptions. Furthermore, no assurances
can be made: that the other closing conditions holders set forth in
the offer to purchase filed by Purchaser and certain of its
affiliates will be met; regarding the timing of the expiration, or
any termination, of the tender offer, or that the holders of at
least a majority of the outstanding shares of DUSA's common stock
will tender their shares pursuant to the tender offer. These
forward-looking statements are subject to significant risks and
uncertainties that could cause actual results to differ materially
from future results, performance or achievements expressed or
implied by those in the forward-looking statements made in this
release.
Additional Information
This communication is neither an offer to purchase nor a
solicitation of an offer to sell any shares of the common stock of
DUSA Pharmaceuticals, Inc. or any other securities. Purchaser, CPL,
Sun Pharma and certain of their affiliates have filed a tender
offer statement on Schedule TO with the SEC, as amended from time
to time, and the offer to purchase shares of DUSA Pharmaceuticals,
Inc. common stock will only be made pursuant to the offer to
purchase, the letter of transmittal and related documents filed as
a part of the Schedule TO. DUSA has filed a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT, AS FILED AND AS
IT MAY BE AMENDED FROM TIME TO TIME, AND THE SOLICITATION/
RECOMMENDATION STATEMENT BY DUSA ON SCHEDULE 14D-9, AS FILED AND AS
IT MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION REGARDING THE OFFER. Investors and security holders may
obtain a free copy of these statements and other documents filed
with the SEC at the website maintained by the SEC at www.sec.gov or
by directing such requests to MacKenzie Partners, Inc., the
Information Agent for the offer, at 800-322-2885 (toll free).
CONTACT: Robert F. Doman,
President & CEO - 978.909.2216
Richard Christopher,
VP Finance & CFO - 978.909.2211
Chad Rubin,
Investor Relations Contact,
The Trout Group LLC - 646.378.2947
Cory Tromblee,
Media Contact,
MacDougall Biomedical Communications - 781.235.3060
Thomas Versosky
Director of Investor Relations
Tel: (313) 556-4150
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