La Jolla Pharmaceutical Company Provides Voting Update - More Votes Needed
or La Jolla Will Likely Close
SAN DIEGO -- February 24, 2010
La Jolla Pharmaceutical Company (NASDAQ: LJPC) today provided an update on 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).
YOUR VOTE IS CRITICAL. To date, holders of only 9% of La Jolla’s outstanding
common stock have voted their shares but in order to hold the special
stockholders’ meeting on February 26, 2010, holders of a majority of the
outstanding shares must vote. To date, those stockholders who have voted have
overwhelmingly supported the merger proposals, including the reverse stock
split. Only stockholders who held La Jolla stock on January 22, 2010 are
eligible to vote.
If You Haven’t Received Your Voting Materials – please vote by contacting our
proxy vote solicitor, Mackenzie Partners, Inc. as follows:
e-mail at email@example.com
call toll free at (800) 322-2885
call collect at (212) 929-5500.
Mackenzie Partners will be able to provide you with voting materials and
instructions on how to vote telephonically or through your broker. You may
also contact La Jolla by e-mail at firstname.lastname@example.org or by telephone at
If You Have Received Your Voting Materials - please vote telephonically or via
the internet as instructed in your voting materials in order to ensure your
vote is counted. If you have any questions about voting or need assistance,
please contact Mackenzie Partners.
If the Merger With Adamis is Not Completed, the La Jolla Board of Directors
Will Most Likely Close the Business. If La Jolla is closed, we currently
expect to return up to $0.02 - $0.03 per share to stockholders.
All Votes Must be Received Before Friday, February 26^th. La Jolla’s Board of
Directors and Management believe that the merger is the only chance of
stockholder upside and therefore urge its stockholders to act immediately and
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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