Caraco Pharmaceutical Laboratories and DUSA Pharmaceuticals Announce Early
Termination of the Hart-Scott-Rodino Waiting Period Relating to Tender Offer
DETROIT and WILMINGTON, Mass., Dec. 5, 2012 (GLOBE NEWSWIRE) -- Caraco
Pharmaceutical Laboratories, Ltd. ("CPL"), a wholly owned subsidiary of Sun
Pharmaceutical Industries Limited ("Sun Pharma"), and DUSA Pharmaceuticals,
Inc. (Nasdaq:DUSA) ("DUSA") today announced that they have received notice
from the Federal Trade Commission granting early termination of the waiting
period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended ("HSR Act"), in connection with the
previously announced acquisition of the outstanding shares of DUSA by Caraco
Acquisition Corporation ("Purchaser"), a wholly owned subsidiary of CPL.
Accordingly, the condition to the closing of the tender offer with respect to
the expiration or termination of the applicable waiting period under the HSR
Act has been satisfied. The transaction remains subject to other closing
conditions as set forth in the offer to purchase filed by Purchaser and
certain of its affiliates with the U.S. Securities and Exchange Commission
("SEC") on November 21, 2012.
The tender offer to acquire all of the outstanding shares of common stock of
DUSA for $8.00 per share, net to the seller in cash without interest and less
any required withholding taxes, was commenced on November 21, 2012. The tender
offer is being made pursuant to the offer to purchase and related letter of
transmittal, each dated November 21, 2012. The tender offer is scheduled to
expire at midnight, New York time, on December 19, 2012 (at the end of the
day), unless extended or earlier terminated in accordance with the offer to
purchase and the applicable rules and regulations of the SEC.
About Caraco Pharmaceutical Laboratories
Detroit-based Caraco Pharmaceutical Laboratories, Ltd. develops, manufactures,
markets and distributes generic pharmaceuticals to the nation's largest
wholesalers, distributors, drugstore chains and managed care providers.
DUSA Pharmaceuticals, Inc. is a market leader in photodynamic therapy (PDT),
marketing products to dermatologists to treat patients with minimally to
moderately thick actinic keratoses (AKs) of the face or scalp. DUSA commercial
brands include BLU-U^®, and LEVULAN^®/ KERASTICK^®. www.dusapharma.com
DUSA Forward-Looking Statement
This news release includes "forward-looking statements" within the meaning of
the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. The forward-looking statements in this new release
relating to management's expectations and beliefs are based on preliminary
information and management assumptions. Furthermore, no assurances can be
made: that the other closing conditions holders set forth in the offer to
purchase filed by Purchaser and certain of its affiliates will be met;
regarding the timing of the expiration, or any termination, of the tender
offer, or that the holders of at least a majority of the outstanding shares of
DUSA's common stock will tender their shares pursuant to the tender offer.
These forward-looking statements are subject to significant risks and
uncertainties that could cause actual results to differ materially from future
results, performance or achievements expressed or implied by those in the
forward-looking statements made in this release.
This communication is neither an offer to purchase nor a solicitation of an
offer to sell any shares of the common stock of DUSA Pharmaceuticals, Inc. or
any other securities. Purchaser, CPL, Sun Pharma and certain of their
affiliates have filed a tender offer statement on Schedule TO with the SEC, as
amended from time to time, and the offer to purchase shares of DUSA
Pharmaceuticals, Inc. common stock will only be made pursuant to the offer to
purchase, the letter of transmittal and related documents filed as a part of
the Schedule TO. DUSA has filed a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT, AS FILED AND AS IT
MAY BE AMENDED FROM TIME TO TIME, AND THE SOLICITATION/ RECOMMENDATION
STATEMENT BY DUSA ON SCHEDULE 14D-9, AS FILED AND AS IT MAY BE AMENDED FROM
TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING THE OFFER.
Investors and security holders may obtain a free copy of these statements and
other documents filed with the SEC at the website maintained by the SEC at
www.sec.gov or by directing such requests to MacKenzie Partners, Inc., the
Information Agent for the offer, at 800-322-2885 (toll free).
CONTACT: Robert F. Doman,
President & CEO - 978.909.2216
VP Finance & CFO - 978.909.2211
Investor Relations Contact,
The Trout Group LLC - 646.378.2947
MacDougall Biomedical Communications - 781.235.3060
Director of Investor Relations
Tel: (313) 556-4150
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