Eurand and Axcan Announce Shareholder Approval of Certain Matters Relating to the Tender Offer and Approval From All Relevant An
January 19 2011 - 3:08PM
Marketwired
Eurand N.V. (NASDAQ: EURX), a global specialty pharmaceutical
company, and Axcan Holdings, Inc., a leading pharmaceutical company
focused on the treatment of gastrointestinal disorders, announced
that at an extraordinary general meeting of shareholders held
today, Eurand N.V. obtained shareholder approval for certain
matters relating to the previously disclosed offer of Axcan Pharma
Holding B.V. to purchase all of the outstanding ordinary shares of
Eurand N.V. (the "Tender Offer"). This includes the approval of
certain transactions that are intended to be consummated after the
completion of the Tender Offer. The receipt of shareholder approval
satisfies one of the conditions for the consummation of the Tender
Offer.
The companies also announced the receipt of all approvals from
all relevant antitrust authorities relating to the Tender Offer.
These approvals include the expiration of the mandatory waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, which occurred at 11:59 p.m. on January 18, 2011.
The receipt of these approvals satisfies one of the conditions
necessary for the consummation of the Tender Offer.
On December 21, 2010, Axcan Pharma Holding B.V., a wholly owned
subsidiary of Axcan Holdings, Inc., commenced its Tender Offer to
acquire all of the outstanding ordinary shares of Eurand, N.V. at a
purchase price of $12.00 per share, net to the seller in cash,
without interest and less any applicable withholding taxes. The
Tender Offer is scheduled to expire at 12:01 a.m., New York City
time, on January 21, 2011, unless the Tender Offer is extended or
earlier terminated. The Tender Offer remains subject to certain
conditions described in the tender offer statement on Schedule TO,
filed with the Securities and Exchange Commission (the "SEC") on
December 21, 2010 and as amended on January 11, 2011.
About Eurand
Eurand is a specialty pharmaceutical company that develops,
manufactures and commercializes enhanced pharmaceutical and
biopharmaceutical products based on its proprietary pharmaceutical
technologies. Eurand has had six products approved by the FDA since
2001 and has a pipeline of product candidates in development for
itself and its collaboration partners. Its technology platforms
include bioavailability enhancement of poorly soluble drugs, custom
release profiles and taste-masking/orally disintegrating tablet
(ODT) formulations. Eurand is a global company with facilities in
the U.S. and Europe. For more information, visit
www.Eurand.com.
About Axcan
Axcan Holdings Inc., parent company of Axcan Intermediate
Holdings Inc., is a privately held, leading global specialty
pharmaceutical company engaged in gastroenterology with clinical
and commercial operations in the United States, the European Union
and Canada. Axcan develops, markets and sells pharmaceutical
products used in the treatment of a variety of gastrointestinal
diseases and disorders.
Important Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The Tender Offer for
the outstanding shares of Eurand ordinary shares described in this
press release is being made pursuant to a tender offer statement on
Schedule TO, filed by Axcan Pharma Holding B.V. and Axcan Holdings
Inc. with the SEC on December 21, 2010 and amended on January 11,
2011. Eurand filed a solicitation/recommendation statement on
Schedule 14D-9 with respect to the Tender Offer on December 22,
2010 and filed an amendment to the Schedule 14D-9 on January 13,
2011. Investors and Eurand shareholders are strongly advised to
carefully read the tender offer statement (including the offer to
purchase, letter of transmittal and other offer documents) and the
related solicitation/recommendation statement before any decision
is made with respect to the Tender Offer because they will contain
important information. The offer to purchase, the related letter of
transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, are available to all
shareholders of Eurand at no expense to them from Axcan by
directing a request to sgannon@axcan.com or (450) 467-2600 ext.
2442 or from Eurand by directing a request to Eurand at
bill.newbould@eurand.com or (267) 759-9335. These documents will
also be available at no charge at the SEC's website at
www.sec.gov.
Forward Looking Statement
This release contains forward looking statements, including
statements regarding the proposed transaction, its timing and terms
and statements regarding the expectations for the combined company.
Forward-looking statements include those which express plan,
anticipation, intent, contingency, goals, targets or future
development and/or otherwise are not statements of historical fact.
The words "expects," "potentially," "anticipates," "could," "calls
for" and similar expressions also identify forward-looking
statements. These statements are based upon the parties' current
expectations and are subject to risks and uncertainties which could
cause actual results and developments to differ materially from
those expressed or implied in such statements. Factors that could
affect actual results and developments include, successful
completion of the proposed transaction on a timely basis, the
impact of regulatory reviews on the proposed transaction, the
successful tender of the outstanding ordinary shares of Eurand, the
satisfaction of customary conditions, the ability of the buyer to
obtain financing for the proposed transaction and to achieve
synergies and other anticipated benefits following completion of
the proposed transaction, the results, consequences, effects or
timing of any inquiry or investigation by any regulatory authority
or any legal or administrative proceedings, the successful
preparation and implementation of an effective integration plan,
and any other risks set forth in the parties' filings with the SEC,
including Eurand's annual report on Form 20-F and periodic reports
on Form 6-K and Axcan Intermediate Holdings Inc.'s Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q, as well as the
Schedule TO and Schedule 14D-9, as each may be amended, with
respect to the proposed Tender Offer. Investors should evaluate any
statement in light of these important factors. Forward-looking
statements contained in this press release are made as of this
date, and, other than as required by applicable law, the parties
undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise. Actual events could differ materially from those
anticipated in the forward-looking statements.
Contacts: Eurand N.V. For Investors: Bill Newbould Vice
President Investor Relations +1 267-759-9335 Email Contact For
Media: Jeffrey Taufield or Ruth Pachman Kekst and Company
212-521-4815/4891 Email Contact or Email Contact Axcan Steve Gannon
Senior Vice President and Chief Financial Officer 450-467-2600 ext.
2442 Email Contact
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