Endo Pharmaceuticals Announces Expiration of Subsequent Offering Period of Tender Offer for HealthTronics, Inc.
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2010, the expiration of the subsequent offering period, approximately 42,011,700 shares were validly tendered and not withdrawn in the tender offer, representing approximately 92.5 percent of HealthTronics’ issued and outstanding shares.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.
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