Arbor Pharmaceuticals Completes Successful Tender Offer for Shares of XenoPort
2016年7月5日 - 7:30PM
ビジネスワイヤ(英語)
Arbor Pharmaceuticals, LLC (“Arbor”) and XenoPort, Inc.
(“XenoPort”) (NASDAQ:XNPT) today announced the successful
completion of Arbor’s tender offer to purchase all issued and
outstanding shares of XenoPort’s common stock for $7.03 per share
in cash. The tender offer expired as scheduled at 11:59 p.m., New
York City time, on July 1, 2016.
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As of the expiration of the tender offer, approximately
40,205,673 shares of XenoPort common stock (excluding 956,432
shares tendered by guaranteed delivery) were validly tendered and
not withdrawn in the tender offer, representing 62.95% of
XenoPort’s outstanding shares, according to Computershare, the
depositary for the tender offer. The condition to the tender offer
that at least a majority of XenoPort’s outstanding shares (when
added to those held by Arbor Pharmaceuticals, Inc. (“Parent”) and
its affiliates) be validly tendered and not withdrawn has been
satisfied. As a result, AP Acquisition Sub, Inc., a wholly owned
subsidiary of Arbor, has accepted for payment and will promptly pay
for all validly tendered shares (and any additional shares tendered
pursuant to guaranteed delivery procedures unless actual delivery
does not occur).
Arbor expects to complete the acquisition of the remaining
eligible XenoPort shares not acquired in the tender offer today
through a merger in accordance with Section 251(h) of the General
Corporation Law of the State of Delaware.
As a result of the merger, all remaining eligible XenoPort
shares not acquired in the tender offer will be converted into the
right to receive $7.03 per share in cash, without interest and less
any applicable tax withholding, the same price that was paid in the
tender offer. Eligible shares exclude shares (i) owned by XenoPort
or held in XenoPort’s treasury, (ii) owned by Arbor, Parent or any
other wholly owned subsidiary of Parent or (iii) owned by XenoPort
stockholders who properly exercised appraisal rights under Delaware
law.
Following completion of the merger, XenoPort shares will cease
to be traded on NASDAQ.
About Arbor Pharmaceuticals
Arbor Pharmaceuticals, LLC, headquartered in Atlanta, Georgia,
is a specialty pharmaceutical company currently focused on the
cardiovascular, hospital and pediatric markets. The company has
over 600 employees including approximately 500 sales professionals
promoting its products to physicians, hospitals and pharmacists.
Arbor currently markets over twenty NDA or ANDA approved products
with over 35 more in development.
For more information regarding Arbor Pharmaceuticals or any of
its products, visit www.arborpharma.com or send email inquiries to
info@arborpharma.com.
About XenoPort
XenoPort, Inc. is a biopharmaceutical company focused on
commercializing HORIZANT® (gabapentin enacarbil) in the United
States. XenoPort has entered into a clinical trial agreement with
the National Institute on Alcohol Abuse and Alcoholism (NIAAA)
under which the NIAAA has initiated a clinical trial evaluating
HORIZANT as a potential treatment for patients with alcohol use
disorder. REGNITE® (gabapentin enacarbil) Extended-Release Tablets
is being marketed in Japan by Astellas Pharma Inc. XenoPort has
granted exclusive world-wide rights for the development and
commercialization of its clinical-stage oral product candidate,
arbaclofen placarbil, to Indivior PLC for all indications. XenoPort
has granted exclusive U.S. rights for the development and
commercialization of its clinical-stage oral product candidate,
XP23829, to Dr. Reddy’s Laboratories. XenoPort’s other
clinical-stage product candidate, XP21279, is a prodrug of levodopa
that is a potential treatment for patients with idiopathic
Parkinson’s disease.
To learn more about XenoPort, please visit the website at
www.XenoPort.com.
XenoPort Forward-Looking Statements
This press release contains “forward-looking” statements,
including, without limitation, statements about the proposed
acquisition of XenoPort by Arbor, and other matters that are not
historical facts. Any statements contained in this press release
that are not statements of historical fact may be deemed to be
forward-looking statements. Words such as “believe,” “could,”
“intend,” “may,” “plans,” “potential,” “will” and similar
expressions are intended to identify forward-looking statements.
These forward-looking statements are based upon XenoPort’s current
expectations. Forward-looking statements involve risks and
uncertainties. XenoPort’s actual results and the timing of events
could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, which include, without limitation: the parties’
ability to satisfy the conditions to the consummation of the merger
set forth in the merger agreement between the parties and the
possibility of any termination of the merger agreement between the
parties. These and other risk factors are discussed under the
heading “Risk Factors” in XenoPort’s SEC filings and reports,
including in its Quarterly Report on Form 10-Q for the quarter
ended March 31, 2016, filed with the SEC on May 5, 2016.
XenoPort expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the company’s
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are
based.
HORIZANT, REGNITE and XENOPORT are registered trademarks of
XenoPort, Inc.
XNPT2G
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version on businesswire.com: http://www.businesswire.com/news/home/20160705005317/en/
Arbor Media:Brian Adams,
404-496-5915brian.adams@arborpharma.comorXenoPort IR and for
Media:Jackie Cossmon, 408-616-7220ir@XenoPort.com
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