Javelin Pharmaceuticals Delivers Notice Of Intent To Terminate Merger Agreement With Myriad Pharmaceuticals
Javelin Pharmaceuticals, Inc. (“Javelin” or the “Company”) (NYSE — Amex: JAV) announced today that it had received a binding offer from Hospira, Inc. (“Hospira”) (NYSE: HSP) and its wholly-owned subsidiary, Discus Acquisition Corporation (“Discus”), to enter into a merger agreement, a loan and security agreement and intellectual property security agreements (the “Acquisition Documents”) whereby Discus will, subject to certain conditions, commence an all cash tender offer to acquire all of the outstanding shares of Javelin at a per share price of $2.20. In addition, under the terms of the Acquisition Documents, Hospira will, subject to certain conditions, provide to Javelin a working capital facility under which Javelin may borrow up to $4.5 million to fund Javelin’s operating activities prior to closing a merger with Hospira, $8.3 million for Javelin’s repayment of the principal and accrued interest incurred under a similar financing arrangement entered into in connection with signing a definitive agreement and plan of merger with Myriad Pharmaceuticals (“MPI”) (NASDAQ: MYRX) and $4.4 million for Javelin’s payment of the termination fee and certain stipulated expenses that the Company may be required to pay MPI following termination of its merger agreement with MPI.
“Our Board of Directors, after consultation with our advisors, and in accordance with our merger agreement with MPI, has determined that Hospira’s proposal is a company superior proposal,” said Martin Driscoll, Javelin’s Chief Executive Officer. “Accordingly, on the evening of Friday, April 9th, we sent MPI a notice of intent to terminate our merger agreement with them. Pursuant to the terms of our merger agreement with MPI, we are now required to negotiate in good faith with them for a period of five business days. If MPI does not favorably adjust the terms of its offer, then our Board expects to enter into the proposed merger and loan agreements negotiated with Hospira.”
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