Javelin Pharmaceuticals, Inc. (NYSE - Amex: JAV), today announced the successful completion of the tender offer by Discus Acquisition Corporation, a wholly owned subsidiary of Hospira, Inc. (NYSE: HSP), to purchase all outstanding shares of the common stock of Javelin.
As previously announced, the offer expired at 12:00 midnight, New York City time, on June 30, 2010 (the end of the day on June 30, 2010). Based on information provided by Computershare Trust Company, N.A., the depositary for the offer, as of the close of business on the expiration date of the offer, 51,346,299 Javelin shares were validly tendered and not withdrawn. The tendered shares represent approximately 79.16% of Javelin’s outstanding shares of common stock. All Javelin shares that were validly tendered and not withdrawn immediately prior to the expiration of the offer have been accepted by Hospira for payment. Hospira will purchase and pay for all such shares promptly.
In accordance with the previously announced merger agreement, Hospira intends to exercise its “top-up” option to increase its share ownership percentage of Javelin shares through the purchase from Javelin of newly issued shares of Javelin common stock at the same $2.20 per share paid in the tender offer in order to allow Hospira to effect a short term merger under Delaware law.
Hospira has indicated that it intends to promptly complete the acquisition of Javelin through a short-form merger under Delaware law, without the need for a Javelin shareholder vote or meeting, as soon as practicable, with the completion of the merger anticipated to occur on or about July 2, 2010. As a result of the merger, any remaining shares of Javelin common stock will be converted into the right to receive the offer price of $2.20 in cash paid in the tender offer, without interest and less any required withholding taxes (other than shares of Javelin common stock for which appraisal right are validly exercised under Delaware law and any shares owned by Hospira or any of its subsidiaries). Upon completion of the merger, Javelin will be a wholly owned subsidiary of Hospira. Javelin’s shares will cease to be traded on the NYSE Amex, and Javelin will no longer be required to file certain information and periodic reports with the U.S. Securities and Exchange Commission.