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Pernix Therapeutics Announces Agreement to Acquire Somaxon Pharmaceuticals, Inc.



Pernix Therapeutics Announces Agreement to Acquire Somaxon Pharmaceuticals,
Inc.

      Somaxon Shareholders to Receive $25 Million in Pernix Common Stock

      Pernix Management to Host a Conference Call Today at 9:00 a.m. EST

Somaxon Pharmaceuticals, Inc.
Logo

Pernix Logo

THE WOODLANDS, Texas, and SAN DIEGO, Dec. 11, 2012 (GLOBE NEWSWIRE) -- Pernix
Therapeutics Holdings, Inc. ("Pernix") (NYSE MKT:PTX) and Somaxon
Pharmaceuticals, Inc. ("Somaxon") (Nasdaq:SOMX) today announced that they have
entered into a definitive merger agreement for Pernix to acquire Somaxon in a
stock-for-stock transaction with a total equity value of $25 million.

Under the terms of the agreement, which has been unanimously approved by the
boards of directors of both companies, Somaxon stockholders will receive
aggregate consideration equal to $25 million in Pernix common stock. The
number of shares of Pernix common stock to be issued to the stockholders of
Somaxon will be based on the volume-weighted average price of Pernix's common
stock over the 30 day period ending on the day immediately prior to the
closing of the proposed merger, subject to limitations on the maximum and
minimum number of shares of Pernix common stock issuable in the transaction
based on a price range of $6.00 to $9.00 per share.

Cooper Collins, President and CEO of Pernix, said, "The acquisition of Somaxon
is another important step in the growth strategy of Pernix, which is expected
to continue to expand our product portfolio, in addition to our recently
announced agreements to acquire Cypress Pharmaceuticals and Hawthorn
Pharmaceuticals. Somaxon's product Silenor, which is a non-seasonal product,
broadens our branded product line and may also have potential as an OTC
product in the future."

Silenor® (doxepin) is approved for the treatment of insomnia characterized by
difficulty with sleep maintenance and is not a controlled substance. In
clinical trials, Silenor demonstrated maintenance of sleep, including into the
seventh and eighth hours of the night, with no meaningful evidence of next day
residual effects and an overall adverse events profile that was comparable to
placebo.

On a trailing 12-month basis as of September 30, 2012, Somaxon had net sales
related to Silenor of approximately $11.7 million. Pernix expects net sales
from Silenor on an annualized basis to be in the range of approximately $10
million to $15 million and earnings before interest, taxes, depreciation and
amortization (EBITDA) resulting from such Silenor net sales in the range of
approximately $5 million to $10 million.

Richard W. Pascoe, Somaxon's President and Chief Executive Officer, said, "We
believe this acquisition will provide the opportunity to more fully capitalize
on the Silenor brand. Moreover, with Pernix's recently announced acquisition
of Cypress and Hawthorn, we believe that the combined entity, with its broad
platform of branded, generic and OTC products, represents long-term value for
the benefit of all of our stockholders. We look forward to working with the
Pernix management team as we integrate Somaxon with Pernix."

The acquisition is subject to the approval of Somaxon's shareholders and the
satisfaction of other terms and conditions. Stifel Nicolaus Weisel is acting
as financial advisor to Somaxon in the transaction.

Conference Call

The management of Pernix will host a conference call today at 9:00 a.m. EST to
discuss the proposed acquisition of Somaxon Pharmaceuticals. The conference
call will feature remarks from Cooper Collins, President and Chief Executive
Officer, and David Becker, Chief Financial Officer. To participate in the live
conference call, please dial (877) 312-8783 (U.S.) or (408) 940-3874
(International), and provide passcode 80437861. A live webcast of the call
will also be available on the investor relations section of the Company's
website, www.pernixtx.com. Please allow extra time prior to the webcast to
register and download and install any necessary audio software.

A replay of the call will be available through December 18, 2012. To access
the replay, please dial (855) 859-2056 (U.S.) or (404) 537-3406
(International), and provide passcode 80437861. An online archive of the
webcast will be available on the Company's website for 30 days following the
call.

About Pernix Therapeutics Holdings, Inc.

Pernix Therapeutics is a specialty pharmaceutical company primarily focused on
the sales, marketing, manufacturing and development of branded, generic and
OTC pharmaceutical products. The Company manages a portfolio of branded and
generic products. The Company's branded products for the pediatrics market
include CEDAX®, an antibiotic for middle ear infections, NATROBA™, a topical
treatment for head lice marketed under an exclusive co-promotion agreement
with ParaPRO, LLC, and a family of treatments for cough and cold (BROVEX®,
ALDEX® and PEDIATEX®). The Company's branded products for gastroenterology
include OMECLAMOX-PAK®, a 10-day treatment for H. pylori infection and
duodenal ulcer disease, and REZYST™, a probiotic blend to promote dietary
management. In addition, a product candidate utilizing cough-related
intellectual property is in development for the U.S. OTC market. The Company
promotes its branded pediatric and gastroenterology products through its sales
force. Pernix markets its generic products through its wholly-owned
subsidiary, Macoven Pharmaceuticals. The Company's wholly-owned subsidiary,
Great Southern Laboratories, manufactures and packages products for the
pharmaceutical industry in a wide range of dosage-forms. Founded in 1996, the
Company is based in The Woodlands, TX.

Additional information about Pernix is available on the Company's website
located at www.pernixtx.com.

The Pernix Therapeutics Holdings, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=16198

About Somaxon Pharmaceuticals, Inc.

Headquartered in San Diego, CA, Somaxon Pharmaceuticals, Inc. is a specialty
pharmaceutical company focused on the in-licensing, development and
commercialization of proprietary branded products and product candidates to
treat important medical conditions where there is an unmet medical need and/or
high-level of patient dissatisfaction, currently in the central nervous system
therapeutic area. Somaxon's product Silenor, available by prescription in the
United States, is indicated for the treatment of insomnia characterized by
difficulty with sleep maintenance.

The Somaxon Pharmaceuticals logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=13679

Important Safety Information About Silenor

Because sleep disturbances may be caused by underlying physical and/or
psychiatric disorders, symptomatic treatment of insomnia should be initiated
only after a careful evaluation of the patient. The failure of insomnia to
remit after 7-10 days of treatment may indicate the presence of a primary
psychiatric and/or medical illness that should be evaluated.

Patients should only take Silenor when they are prepared to get a full night's
sleep. Silenor should be taken within 30 minutes of bedtime, and patients
should confine their activities after ingestion to those necessary to prepare
for bed. Patients should not consume alcohol or take other drugs that cause
drowsiness with Silenor. Co-administration of monoamine oxidase inhibitors
(MAOIs) with Silenor has not been studied and is not recommended. Patients
should not take Silenor if they have untreated narrow angle glaucoma, severe
urinary retention, severe sleep apnea or hypersensitivity to any of the
ingredients in Silenor. Patients should avoid engaging in hazardous activities
such as operating a motor vehicle or heavy machinery at night after taking
Silenor, and patients should be cautioned about potential impairment in the
performance of such activities that may occur during the day following
ingestion. Before taking Silenor, patients should tell their doctors if they
have a history of depression, mental illness or suicidal thoughts.  

Hypnotics have been associated with complex behaviors such as sleep driving,
preparing and eating food, making phone calls, or having sex. Drowsiness,
upper respiratory tract infections and nausea were the most common adverse
events observed in Silenor clinical trials.

Cautionary Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including statements
regarding the completion of the proposed merger, future financial and
operating results, benefits and synergies of the proposed merger, potential
cost savings, future opportunities for the combined company and any other
statements about Pernix's or Somaxon's management's future expectations,
beliefs, goals, plans or prospects. Statements including words such as
"estimate," "plan," "project," "forecast," "intend," "view," "hope," "could,"
"will," "should," "expect," "anticipate," "believe," "seek," "target" or
similar expressions should also be considered forward-looking
statements. Because these statements reflect current views, expectations and
beliefs concerning future events, these forward-looking statements involve
risks and uncertainties and assumptions as to future events that may not prove
to be accurate. No assurances can be given that the parties to the proposed
merger will be able to complete the transaction when anticipated or at all,
nor does Pernix or Somaxon provide any assurances regarding its future
performance, ability to realize future benefits, cost savings and synergies of
the proposed merger or future opportunities for the combined company. The
following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: failure of
Somaxon stockholders to approve the proposed transaction; the challenges and
costs of closing, integrating, restructuring and achieving anticipated cost
savings and synergies; the ability to retain key employees; and other
economic, business, competitive, and/or regulatory factors affecting the
businesses of Somaxon and Pernix generally. In addition to these factors,
investors should note the other factors described under the caption "Risk
Factors" in Pernix's and Somaxon's respective Form 10-K, Form 10-Q and Form
8-K filings with the Securities and Exchange Commission and as otherwise
enumerated herein or therein. These forward-looking statements speak only as
of the date hereof. Pernix and Somaxon disclaim any intention or obligation to
update any forward-looking statements as a result of developments occurring
after the date of this document. 

Important Information For Investors and Securities Holders

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 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 offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended. In connection with the
proposed transaction between Pernix and Somaxon, Pernix plans to file with the
Securities and Exchange Commission ("SEC") a registration statement on Form
S-4 that will include a prospectus of Pernix that will also constitute a proxy
statement of Somaxon. Pernix and Somaxon also plan to file with the SEC other
relevant documents in connection with the proposed agreement. INVESTORS AND
SECURITIES HOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
PERNIX, SOMAXON, THE PROPOSED MERGER AGREEMENT AND RELATED MATTERS.

Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by Pernix and
Somaxon (when available) through the website maintained by the SEC at
www.sec.gov. Investors and security holders will be able to obtain free copies
of the documents filed with the SEC by Pernix on Pernix's website at
www.pernixtx.com or by contacting Pernix Investor Relations at (800) 793-2145
ext. 3002. Investors and security holders will be able to obtain free copies
of the documents filed with the SEC by Somaxon on Somaxon's website at
www.somaxon.com or by contacting Somaxon Investor Relations at (858) 876-6500.

Participants in the Acquisition of Somaxon

Pernix and Somaxon and their respective directors, executive officers, members
of management and employees may be deemed, under the rules of the SEC, to be
"participants in the solicitation" of proxies from the stockholders of Somaxon
in connection with the proposed merger and a description of their direct and
indirect interests, by security holdings or otherwise, will be set forth in
the proxy statement/prospectus and other relevant materials to be filed with
the SEC when they become available. Information regarding Pernix's directors
and executive officers and their beneficial ownership of Pernix common stock
as of April 23, 2012 is available in its proxy statement filed with the SEC by
Pernix on April 27, 2012, and information regarding Somaxon's directors and
executive officers and their beneficial ownership of Pernix common stock as of
April 9, 2012 is available in its proxy statement filed with the SEC by
Somaxon on April 23, 2012. You can obtain free copies of these documents using
the contact information above.   

CONTACT: Pernix Contact:
         Joseph T. Schepers
         Director, Investor Relations
         (800) 793-2145 ext. 3002
         jschepers@pernixtx.com
        
         Somaxon Contact:
         Tran Nguyen
         Chief Financial Officer
         Somaxon Pharmaceuticals, Inc.
         (858) 876-6500

Somaxon Pharmaceuticals, Inc. Logo
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