SAN
DIEGO, April 26, 2022 /PRNewswire/
-- Halozyme Therapeutics, Inc. (NASDAQ: HALO) ("Halozyme")
today announced that it is commencing, through a wholly owned
subsidiary, Atlas Merger Sub, Inc. ("Purchaser"), a cash tender
offer to purchase all outstanding shares of common stock of Antares
Pharma, Inc. (NASDAQ: ATRS) ("Antares") for $5.60 per share in cash. The offer is being made
pursuant to the previously announced Agreement and Plan of Merger,
dated as of April 12, 2022, by and
among Halozyme, Purchaser and Antares (the "Merger Agreement").
The tender offer is scheduled to expire at one minute past
11:59 p.m. Eastern Time, on May [23],
2022, unless extended in accordance with the terms of the Merger
Agreement. The closing of the tender offer is subject to certain
conditions, including the tender of shares representing at least a
majority of the total number of Antares' outstanding shares of
common stock, the expiration or termination of the HSR waiting
period, and other customary conditions. The transaction is expected
to close in the first half of 2022, as previously announced.
Halozyme filed today with the U.S. Securities and Exchange
Commission (the "SEC") a tender offer statement on Schedule TO,
which includes the terms of the tender offer. Additionally, Antares
filed a Schedule 14D-9 with the SEC containing the
recommendation of its Board of Directors that Antares stockholders
accept the tender offer and tender their shares. The Schedule TO,
Schedule 14D-9, related letter of transmittal (together
with any amendments or supplements thereto) and other tender offer
documents can be obtained free of charge at the website maintained
by the SEC at www.sec.gov or by contacting the information agent
for the tender offer, D.F. King & Co., Inc., as described in
the tender offer documents.
About Halozyme
Halozyme is a biopharmaceutical company bringing disruptive
solutions to significantly improve patient experiences and outcomes
for emerging and established therapies. Halozyme advises and
supports its biopharmaceutical partners in key aspects of new drug
development with the goal of improving patients' lives while
helping its partners achieve global commercial success. As the
innovators of the ENHANZE® technology, which can reduce hours-long
treatments to a matter of minutes, Halozyme's
commercially-validated solution has touched more than 600,000
patient lives in post-marketing use via five commercialized
products across more than 100 global markets. Halozyme and its
world-class partners are currently advancing multiple therapeutic
programs intended to deliver innovative therapies, with the
potential to improve the lives of patients around the globe.
Halozyme's proprietary enzyme rHuPH20 forms the basis of the
ENHANZE® technology and is used to facilitate the delivery of
injected drugs and fluids, potentially reducing the treatment
burden of other drugs to patients. Halozyme has licensed its
ENHANZE® technology to leading pharmaceutical and biotechnology
companies including Roche, Baxalta, Pfizer, AbbVie, Eli Lilly,
Bristol-Myers Squibb, Alexion, argenx, Horizon Therapeutics, ViiV
Healthcare and Chugai Pharmaceutical. Halozyme derives revenues
from these collaborations in the form of milestones and royalties
as Halozyme's partners make progress developing and commercializing
their products being developed using ENHANZE®. Halozyme is
headquartered in San Diego. For
more information visit www.halozyme.com and connect with
us on LinkedIn and Twitter.
About Antares
Antares Pharma, Inc. is a specialty pharmaceutical company focused
primarily on the development and commercialization of
pharmaceutical products and technologies that address patient needs
in targeted therapeutic areas. Antares develops, manufactures and
commercializes, for itself or with partners, novel therapeutic
products using its advanced drug delivery systems that are designed
to provide commercial or functional advantages such as improved
safety and efficacy, convenience, improved tolerability, and
enhanced patient comfort and adherence. Antares has a portfolio of
proprietary and partnered commercial products and ongoing product
development programs in various stages of development. Antares has
formed partnership arrangements with several different industry
leading pharmaceutical companies.
Forward-Looking Statements
This press release
contains "forward-looking statements". All statements, other than
statements of historical fact, included herein, including without
limitation those regarding our future product development and
regulatory events and goals, product collaborations, our business
intentions and financial estimates and anticipated results, are, or
may be deemed to be, forward-looking statements. Words such as
"expect," "anticipate," "intend," "plan," "believe," "seek,"
"estimate," "think," "may," "could," "will," "would," "should,"
"continue," "potential," "likely," "opportunity," "project" and
similar expressions or variations of such words are intended to
identify forward-looking statements, but are not the exclusive
means of identifying forward-looking statements in this press
release. Although Halozyme's and Antares' management each believes
that the expectations reflected in such forward-looking statements
are reasonable, investors are cautioned that forward-looking
information and statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of Halozyme and Antares, that could cause actual
results and developments to differ materially from those expressed
in, or implied or projected by, the forward-looking information and
statements. These risks and uncertainties include among other
things, risks related to Halozyme's and Antares' ability to
complete the proposed acquisition on the proposed terms or on the
proposed timeline, including the receipt of required regulatory
approvals, the possibility that competing offers will be made,
other risks associated with executing proposed acquisition, such as
the risk that the businesses will not be integrated successfully,
that such integration may be more difficult, time-consuming or
costly than expected or that the expected benefits of the proposed
acquisition will not be realized, risks related to future
opportunities and plans for the combined company, including
uncertainty of the expected financial performance and results of
the combined company following completion of the proposed
acquisition, disruption from the proposed acquisition making it
more difficult to conduct business as usual or to maintain
relationships with customers, employees, manufacturers or
suppliers, and the possibility that, if the combined company does
not achieve the perceived benefits of the proposed acquisition as
rapidly or to the extent anticipated by financial analysts or
investors, the market price of Halozyme's shares could decline, as
well as other risks related Halozyme's and Antares' respective
businesses, including the ability to grow sales and revenues from
existing products and to develop, commercialize or market new
products, competition, including potential generic competition, the
uncertainties inherent in research and development, including
future clinical data and analysis, regulatory obligations and
oversight by regulatory authorities, such as the U.S. Food and Drug
Administration, including decisions of such authorities regarding
whether and when to approve any drug, device or biological
application that may be filed for any product candidates as well as
decisions regarding labelling and other matters that could affect
the availability or commercial potential of any product candidates,
the absence of a guarantee that any product candidates, if
approved, will be commercially successful, Halozyme's ability to
execute its share repurchase program according to plan, Halozyme's
ability to benefit from external growth opportunities, to complete
related transactions and/or obtain regulatory clearances, risks
associated with Halozyme's and Antares' intellectual property and
any related pending or future litigation and the ultimate
outcome of such litigation, trends in exchange rates and prevailing
interest rates, volatile economic and market conditions, cost
containment initiatives and subsequent changes thereto, and the
impact that COVID-19 will have on Halozyme and on Antares and their
respective customers, suppliers, vendors, and other business
partners, and the financial condition of any one of them, as well
as on Halozyme's and Antares' employees and on the global economy
as a whole. Any material effect of COVID-19 on any of the
foregoing could also adversely impact Halozyme and Antares. This
situation is changing rapidly and additional impacts may arise of
which Halozyme and Antares are not currently aware and may
exacerbate other previously identified risks. While the list of
factors presented here is representative, no list should be
considered a statement of all potential risks, uncertainties or
assumptions that could have a material adverse effect on Halozyme's
consolidated financial condition or results of operations. The
foregoing factors should be read in conjunction with the risks and
cautionary statements discussed or identified in the public filings
with the U.S. Securities and Exchange Commission made by Halozyme,
including those listed under "Risk Factors" and "Cautionary
Statement Regarding Forward-Looking Statements" in Halozyme's
annual report on Form 10-K for the year ended December 31, 2021 and Antares' annual report on
Form 10-K for the year ended December 31,
2021. The forward-looking statements speak only as of the
date hereof and, other than as required by applicable law, Halozyme
and Antares do not undertake any obligation to update or revise any
forward-looking information or statements. Investors are urged not
to place undue reliance on these forward-looking statements, which
speak only as of the date of this press release.
About the Offer
This press release is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares of Antares common stock.
Halozyme and its acquisition subsidiary have filed with the SEC a
tender offer statement on Schedule TO, and Antares has filed a
Solicitation/Recommendation Statement on Schedule 14D-9, all with
respect to the Offer (as defined in those documents).
HOLDERS OF SHARES OF ANTARES ARE URGED TO CAREFULLY READ THE
RELEVANT TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE,
THE RELATED LETTER OF TRANSMITTAL AND THE OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
ANTARES' STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TENDERING THEIR SHARES.
The Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, are available to all holders
of shares of Antares' stock at no expense to them. The tender offer
materials and the Solicitation/Recommendation Statement are
available for free at the SEC's website at www.sec.gov. Additional
copies may be obtained for free by contacting Halozyme or Antares.
Copies of the documents filed with the SEC by Antares will be
available free of charge on Antares' internet website at
https://www.antarespharma.com/investors/sec-filings or by
contacting Antares' Investor Relations Department at +1
609-359-3016. Copies of the documents filed with the SEC by
Halozyme will be available free of charge on Halozyme's internet
website at https://ir.halozyme.com or by contacting Halozyme's
Investor Relations Department at ir@halozyme.com.
Additional Information
In addition to the Offer to
Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation
Statement, Halozyme files annual, quarterly and special reports and
other information with the SEC and Antares files annual, quarterly
and special reports and other information with the SEC. You may
read and copy any reports or other information filed by Halozyme
and Antares at the SEC public reference room at 100 F. Street,
N.E., Washington D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. Halozyme's and Antares' filings with the
SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the
SEC at www.sec.gov.
Contacts
For investor inquiries please
contact:
Dawn Schottlandt /
Claudia Styslinger
Argot Partners
212-600-1902
Halozyme@argotpartners.com
For media inquiries please contact:
Eric Brielmann / Kelly
Sullivan / Amy Feng /
Caroline Lipe
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
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SOURCE Halozyme Therapeutics, Inc.