CHADDS FORD, Pa., July 12 /PRNewswire-FirstCall/ -- Endo
Pharmaceuticals (Nasdaq: ENDP) today announced the expiration of
the subsequent offering period of the tender offer by its wholly
owned subsidiary, HT Acquisition Corp., for all of the outstanding
shares of common stock of HealthTronics, Inc. (Nasdaq: HTRN).
American Stock Transfer & Trust Company, the depositary
for the tender offer, has advised Endo that, as of 5:00 p.m., New York
City time, on July 9, 2010,
the expiration of the subsequent offering period, approximately
42,011,700 shares were validly tendered and not withdrawn in the
tender offer, representing approximately 92.5 percent of
HealthTronics' issued and outstanding shares. Endo has
accepted for payment and promptly paid for all shares validly
tendered during the subsequent offering period.
Endo also announced that, to complete the acquisition of 100
percent of the common stock of HealthTronics, Endo will effect,
without prior notice to, or any action by, any other HealthTronics
stockholder, a short-form merger in which HT Acquisition Corp. will
merge with and into HealthTronics, with HealthTronics surviving the
merger and continuing as a wholly owned subsidiary of Endo. In the
merger, each of the remaining untendered shares of HealthTronics
common stock (other than shares as to which appraisal rights are
properly demanded and perfected under Georgia law, if any) will be converted into
the right to receive the same $4.85
per HealthTronics share, in cash, as was paid to HealthTronics'
stockholders pursuant to the tender offer. The merger is expected
to occur later today and a subsequent press release will be issued
upon consummation of the merger. Following the merger,
HealthTronics' common stock will cease to be traded on the NASDAQ
Stock Market.
About Endo
Endo Pharmaceuticals is a specialty pharmaceutical company
engaged in the research, development, sale and marketing of branded
and generic prescription pharmaceuticals used to treat and manage
pain, bladder cancer, prostate cancer and the early onset of
puberty in children, or central precocious puberty (CPP). Its
products include LIDODERM(R), a topical patch to relieve the pain
of postherpetic neuralgia; Percocet(R) and Percodan(R) tablets for
the relief of moderate-to-moderately severe pain; FROVA(R) tablets
for the acute treatment of migraine attacks with or without aura in
adults; OPANA(R) tablets for the relief of moderate-to-severe acute
pain where the use of an opioid is appropriate; OPANA(R) ER tablets
for the relief of moderate-to-severe pain in patients requiring
continuous, around-the-clock opioid treatment for an extended
period of time; Voltaren(R) Gel, which is owned and licensed by
Novartis AG, a nonsteroidal anti-inflammatory drug indicated for
the relief of the pain of osteoarthritis of joints amenable to
topical treatment, such as those of the hands and the knees;
VANTAS(R) for the palliative treatment of advanced prostate cancer;
SUPPRELIN(R) LA for the treatment of early onset puberty in
children; and VALSTAR(TM) for the treatment of BCG-refractory
carcinoma in situ (CIS) of the urinary bladder in patients
for whom immediate cystectomy would be associated with unacceptable
medical risks. The company markets its branded pharmaceutical
products to physicians in pain management, urology, endocrinology,
oncology, neurology, surgery and primary care. More information,
including this and past press releases of Endo Pharmaceuticals, is
available at www.endo.com.
Safe Harbor Statement
This press release contains forward-looking statements
regarding, among other things, the company's financial position,
results of operations, market position, product development and
business strategy, as well as estimates of future net sales, future
expenses, future net income and future earnings per share.
Statements including words such as "believes," "expects,"
"anticipates," "intends," "estimates," "plan," "will," "may,"
"intend," "guidance" or similar expressions are forward-looking
statements. Because these statements reflect our current
views, expectations and beliefs concerning future events, these
forward-looking statements involve risks and uncertainties.
Investors should note that many factors could affect our future
financial results and could cause our actual results to differ
materially from those expressed in forward-looking statements
contained in this press release. These factors include, but are not
limited to: the possibility that the acquisition of HealthTronics
is not complementary to Endo; the inherent uncertainty of the
timing and success of, and expense associated with, research,
development, regulatory approval and commercialization of our
products and pipeline products; competition in our industry,
including for branded and generic products, and in connection with
our acquisition of rights to assets, including intellectual
property; government regulation of the pharmaceutical industry; our
dependence on a small number of products and on outside
manufacturers for the manufacture of our products; our dependence
on third parties to supply raw materials and to provide services
for certain core aspects of our business; new regulatory action or
lawsuits relating to our use of controlled substances in many of
our core products; our exposure to product liability claims and
product recalls and the possibility that we may not be able to
adequately insure ourselves; our ability to protect our proprietary
technology; our ability to successfully implement our in-licensing
and acquisition strategy; the availability of third-party
reimbursement for our products; the outcome of any pending or
future litigation or claims by the government; our dependence on
sales to a limited number of large pharmacy chains and wholesale
drug distributors for a large portion of our total net sales; a
determination by a regulatory agency that we are engaging in
inappropriate sales or marketing activities, including promoting
the "off-label" use of our products; the loss of branded product
exclusivity periods and related intellectual property; and exposure
to securities that are subject to market risk including
auction-rate securities the market for which is currently illiquid;
and other risks and uncertainties, including those detailed from
time to time in our periodic reports filed with the Securities and
Exchange Commission, including our current reports on Form 8-K,
quarterly reports on Form 10-Q and annual reports on Form 10-K,
particularly the discussion under the caption "Item 1A, RISK
FACTORS" in our annual report on Form 10-K for the year ended
December 31, 2009, which was filed
with the Securities and Exchange Commission on February 26, 2010. The forward-looking statements
in this press release are qualified by these risk factors. These
are factors that, individually or in the aggregate, we think could
cause our actual results to differ materially from expected and
historical results. We assume no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future developments or otherwise.
SOURCE Endo Pharmaceuticals