La Jolla Pharmaceutical Company Provides Responses to Frequently Asked
Questions about Merger Vote
SAN DIEGO -- February 19, 2010
La Jolla Pharmaceutical Company (NASDAQ: LJPC) today provided responses to
frequently asked questions regarding the Company’s upcoming special meeting of
stockholders on February 26, 2010 at 3:00 p.m. Pacific Time to vote on its
proposed merger with Adamis Pharmaceuticals Corporation (OTCBB: ADMP).
Which Proposals Need to Pass In Order for the Merger to be Approved?
Under the merger agreement with Adamis, ALL of the following proposals MUST
PASS for the merger to close:
Proposal 1 (Issuance of Common Stock to Adamis Stockholders),
Proposal 2 (Reverse Stock Split) AND
Proposal 3 (Name Change to Adamis Pharmaceuticals Corporation)
What Happens to La Jolla if the Merger is Not Completed?
If the merger with Adamis cannot be completed, La Jolla will only have limited
cash resources, and the La Jolla board of directors may elect to, among other
things, close the business, in which case we currently expect to return up to
$0.02 - $0.03 per share to stockholders, which could be through a
stockholder-approved process or, in light of the prior difficulties in
soliciting stockholder votes, through a non-stockholder approved process.
Why Should I Support a Reverse Stock Split?
Unlike La Jolla, Adamis has products both on the market and in development and
novel early stage technology. While the reverse stock split will leave La
Jolla stockholders owning fewer shares after the merger, over time the value
of La Jolla shares after the merger and the reverse stock split is believed to
have the potential to be greater than the value of current La Jolla shares.
Without the merger, La Jolla has no viable operating future. La Jolla’s only
meaningful asset is its cash which, as of this date, is about $2.7 million,
and has only three accounting/administrative employees.
What Happens if Proposal 2 Does Not Pass but Proposal 1 Does?
If Proposal 2 does not pass, even if Proposal 1 does, the merger cannot be
completed. The reverse split under proposal 2 is a necessary part of the
How Many Votes Are Required to Pass Proposal 2?
In order for Proposal 2 to pass, holders of more than 50% of La Jolla’s 65
million shares outstanding must vote in favor.
Will La Jolla Pharmaceutical Company Continue to Exist as a Subsidiary if the
Merger is Approved?
No. Under the merger agreement, La Jolla and Adamis will merge, with the
merged company operating under the name Adamis Pharmaceuticals Corporation.
There will not be a La Jolla subsidiary or any other remaining entity called
La Jolla Pharmaceutical Company.
What is the Status of La Jolla's NASDAQ Listing?
La Jolla expects that its common stock will be delisted from NASDAQ shortly,
regardless of whether the merger closes. Based on correspondence with NASDAQ
in advance of La Jolla's February 25, 2010 delisting hearing, La Jolla does
not expect that it will be able to retain its NASDAQ listing beyond the
hearing date. This means that La Jolla's common stock will likely be delisted
in the first week of March.
If I Recently Purchased La Jolla Stock, Can I Vote?
Only stockholders who held La Jolla stock on January 22, 2010 are eligible to
I Haven’t Received My Proxy Materials Yet; How Can I Vote?
To request proxy materials, please contact our proxy solicitor, MacKenzie
Partners, Inc., at (800) 322-2885 or contact La Jolla Investor Relations by
e-mail at firstname.lastname@example.org or by telephone at (858) 452-6600.
There is an extremely limited time to vote as all votes must be received
before Friday, February 26^th. La Jolla’s Board of Directors and Management
urge its stockholders to act immediately and vote.
This communication shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
The joint proxy statement/prospectus in connection with the merger with Adamis
was mailed to La Jolla stockholders on or about February 12, 2010. Investors
and security holders of both La Jolla and Adamis are urged to read the joint
proxy statement/prospectus because it contains important information about La
Jolla, Adamis and the proposed transaction. The joint proxy
statement/prospectus, and any other documents filed by La Jolla with the SEC,
may be obtained free of charge at the SEC web site at www.sec.gov, by
contacting La Jolla Investor Relations by e-mail at email@example.com or by
telephone at (858) 452-6600. La Jolla and its respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from La Jolla’s stockholders in favor of the proposed transaction.
Information about the directors and executive officers of La Jolla and their
respective interests in the proposed transaction is available in the joint
This document contains forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. These statements relate
to future events or our future results of operations or future financial
performance, including, but not limited to the following statements: the
expected liquidation value of La Jolla if the merger is not completed, the
ability to complete the merger with Adamis and the potential future value of
La Jolla stock post-merger. These statements are only predictions and involve
known and unknown risks, uncertainties and other factors, which may cause La
Jolla’s actual results to be materially different from these forward-looking
statements. Certain of these risks, uncertainties, and other factors are
described in greater detail in the joint proxy statement/prospectus, as well
as in La Jolla’s filings from time to time with the SEC, which La Jolla
strongly urges you to read and consider, all of which are available free of
charge on the SEC’s web site at http://www.sec.gov. La Jolla expressly
disclaims any intent to update any forward-looking statements.
La Jolla Pharmaceutical Company
Gail A. Sloan
Vice President of Finance and Secretary
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