LAKE FOREST, Ill. and CAMBRIDGE, Mass., April 19 /PRNewswire-FirstCall/ -- Hospira, Inc. (NYSE: HSP), a global specialty pharmaceutical and medication delivery company, and Javelin Pharmaceuticals, Inc. (NYSE - Amex: JAV), today announced that the companies have entered into a definitive merger agreement providing for the acquisition of Javelin by Hospira for $2.20 per share in cash, or approximately $145 million. Hospira expects to commence a tender offer for all outstanding shares of Javelin common stock on or about April 21, 2010, in accordance with the terms of the merger agreement.
Hospira entered into the merger agreement following an extensive evaluation of Javelin's business and its prospects. The offer is conditioned on the tender of a majority of Javelin's shares calculated on a fully diluted basis and other customary closing conditions, and Hospira believes that the offer delivers a full and fair value to Javelin's shareholders.
The acquisition of Javelin would allow Hospira to take advantage of synergies between Javelin's main product candidate, Dyloject™, a post-operative pain management drug currently awaiting U.S. Food and Drug Administration (FDA) approval, and Hospira's proprietary sedation agent, Precedex™. Both drugs are marketed to anesthesiologists, enabling Hospira to leverage its Precedex sales force to promote Dyloject.
"Dyloject would broaden Hospira's pain management portfolio and offers attractive revenue and margin prospects," said Ron Squarer, chief commercial officer, Hospira. "Dyloject is also a very good fit with Precedex, and further demonstrates Hospira's strong commitment to the acute-care space."Dyloject is a proprietary non-opioid analgesic that will help reduce the need for traditional intravenous opioids. Opioids are central to the management of post-operative pain, but are associated with significant adverse events, including respiratory depression, sedation, nausea and vomiting, slowing of the gastrointestinal function and urinary retention.