Chelsea Therapeutics Announces the Expiration of the Hart-Scott-Rodino Waiting
Period in Relation to the Proposed Acquisition of Chelsea Therapeutics by
CHARLOTTE, N.C., June 6, 2014 (GLOBE NEWSWIRE) -- Chelsea Therapeutics
International, Ltd. (Nasdaq:CHTP) today announced the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
("HSR Act") in connection with the previously announced Agreement and Plan of
Merger, dated as of May 7, 2014 (the "Merger Agreement"), by and among
Chelsea, H. Lundbeck A/S ("Lundbeck"), and Charlie Acquisition Corp., an
indirect wholly owned subsidiary of Lundbeck ("Acquisition Sub").
As announced on May 23, 2014, Lundbeck has commenced a tender offer (the
"Offer") to purchase all of the outstanding shares of Chelsea for $6.44 per
share in cash and one contingent value right that may pay up to an additional
$1.50 per share upon achievement of certain net sales milestones, for a total
potential consideration of up to $7.94 per share, or an aggregate of $658
million on a fully diluted basis.
As described in Chelsea' Solicitation/Recommendation Statement on Schedule
14D-9 (the "Statement") filed with the Securities and Exchange Commission (the
"SEC") and mailed to Chelsea's stockholders on May 23, 2014, Chelsea's Board
of Directors has unanimously recommended that Chelsea's stockholders accept
the Offer and tender their shares pursuant to the Offer. The initial
expiration date of the Offer is at 12:00 midnight, New York City time, on June
20, 2014 (one minute after 11:59 p.m., New York City time, on June 20, 2014),
subject to extension in certain circumstances as permitted under the Merger
Agreement and applicable law.
Subject to Acquisition Sub's irrevocable acceptance for payment in the Offer
of at least a majority of Chelsea's common stock outstanding on a fully
diluted basis and to the satisfaction or waiver of certain other customary
conditions, Acquisition Sub will merge with and into the Company (the
"Merger") and, subject to certain exceptions, each Chelsea share not tendered
in the Offer will be cancelled and converted into the right to receive in the
Merger the same consideration per share paid in the Offer. The Merger will be
effected as soon as practicable after the closing of the Offer.
Expiration of the waiting period under the HSR Act satisfies one of the
conditions necessary for the closing of the Offer and the Merger. The Offer
and the Merger remain subject to other customary closing conditions.
About Chelsea Therapeutics
Chelsea Therapeutics (Nasdaq:CHTP) is a biopharmaceutical development company
that acquires and develops innovative products for the treatment of a variety
of human diseases, including central nervous system disorders. Chelsea
acquired global development and commercialization rights to droxidopa
(L-DOPS), or NORTHERA, from Dainippon Sumitomo Pharma Co., Ltd. in 2006,
excluding Japan, Korea, China and Taiwan. For more information about the
Company, visit www.chelseatherapeutics.com.
Safe Harbor/Forward-Looking Statements
The above information contains forward-looking statements, including without
limitation statements regarding the planned completion of the Offer and the
Some of these forward-looking statements may contain words like "believe,"
"may," "could," "would," "might," "possible," "will," "should," "expect,"
"intend," "plan," "anticipate," or "continue," the negative of these words, or
other terms of similar meaning or they may use future dates. These statements
are subject to risks and uncertainties that could cause actual results and
events to differ materially from those anticipated, including, but not limited
to, risks and uncertainties related to: the timing of the transaction;
diversion of the attention of Chelsea's management away from Chelsea's
day-to-day business operations; the percentage of Chelsea's stockholders
tendering their shares in the Offer; the possibility that competing offers
will be made and the effects of provisions in the Merger Agreement that could
discourage or make it difficult for competing offers to be made; the
possibility that various closing conditions for the transaction may not be
satisfied or waived, including that a governmental entity may prohibit, delay
or refuse to grant approval for the consummation of the transaction; the
effects of disruption caused by the transaction making it more difficult to
maintain relationships with employees, collaborators, vendors and other
business partners; stockholder litigation in connection with the transaction
resulting in significant costs of defense, indemnification and liability; and
other risks and uncertainties discussed in Chelsea's filings with the SEC,
including the "Risk Factors" sections of Chelsea's Annual Report on Form 10-K
for the year ended December 31, 2013 and Quarterly Report on Form 10-Q for the
quarter ended March 31, 2014, as well as the Statement and the tender offer
documents filed by Lundbeck and Acquisition Sub. Chelsea undertakes no
obligation to update any forward-looking statements as a result of new
information, future developments or otherwise, except as expressly required by
law. All forward-looking statements in this document are qualified in their
entirety by this cautionary statement.
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