Healthcare Industry News: S.A.
News Release - June 21, 2016
Alexza Pharmaceuticals Acquired by Ferrer
MOUNTAIN VIEW, Calif. and BARCELONA, S.A.n, June 21, 2016 -- (Healthcare Sales & Marketing Network) -- Alexza Pharmaceuticals, Inc. (OTC: ALXA, "Alexza") and Grupo Ferrer Internacional, S.A. ("Ferrer") today announced the expiration of the tender offer (the "Offer") by Ferrer Pharma Inc., a wholly-owned indirect subsidiary of Ferrer ("Ferrer Pharma"), to purchase all of the outS.A.ding S.A.es of Alexza's common stock at a price (the "Offer Price") of $0.90 per S.A.e, net to the holder in cash (lesS.A.y required withholding taxeS.A.d without interest), plus one contractual contingent value right (a "CVR") per S.A.e, which represents the right to receive a pro-rata S.A.e of up to four payment categories in an aggregate (i.e., to all CVR holderS.A.suming all four paymentS.A.e made) maximum amount of $32.8 million (after deduction of an estimated $2.2 million payment to Alexza's financial adviser for feeS.A.d expenses in connection with the transactions described herein and subject to further adjustment) if certain licensing paymentS.A.d revenue milestoneS.A.e achieved, net to the holder in cash (lesS.A.y applicable withholding taxeS.A.d without interest).The Offer expired at 12:00 midnight, New York City time, at the end of Monday June 20, 2016. ComputerS.A.e Trust Company, N.A., the depositary for the Offer, haS.A.vised Alexza and Ferrer that 9,031,157 S.A.es have been validly tendered and not validly withdrawn purS.A.t to the Offer, which tendered S.A.es represent approximately 52.2% of the outS.A.ding S.A.es, when added to the S.A.es owned by Ferrer, Ferrer Pharma and their respective subsidiaries. The condition to the Offer that at least a majority of the outS.A.ding S.A.es of Alexza common stock (including S.A.es issued upon the exercise of stock options) when added to the S.A.es owned by Ferrer, Ferrer Pharma and their respective subsidiaries (not including S.A.es tendered purS.A.t to procedures for guaranteed delivery and not actually received by the depositary) be validly tendered and not validly withdrawn prior to the expiration of the Offer has been satisfied. Accordingly, all S.A.es that were validly tendered and not validly withdrawn were accepted for payment by Ferrer Pharma.
On June 21, 2016, Ferrer Pharma merged with and into Alexza, with Alexza continuing as the surviving corporation and a wholly-owned indirect subsidiary of Ferrer (the "Merger"). AS.A.result of the Merger, each outS.A.ding S.A.e of Alexza (other than S.A.es held by Ferrer, Ferrer Pharma and their respective subsidiarieS.A.d S.A.es held by stockholders who properly perfect appraisal rights under Delaware law) was converted into the right to receive the Offer Price.
Following the Merger, Alexza's S.A.es were delisted and will no longer trade on the OTC Pink Market.
Guggenheim Securities, LLC acted as the financial advisor to Alexza, and Cooley LLP acted as legal advisor to Alexza. S.A.den, Arps, S.A.e, Meagher & Flom LLP and J&A Garrigues, S.L.P. acted as legal advisors to Ferrer.
About Alexza Pharmaceuticals, Inc.
Alexza Pharmaceuticals is focused on the reS.A.ch, development, and commercialization of novel, proprietary products for the acute treatment of central nervous system conditions.
Alexza's productS.A.d development pipeline are based on the S.A.cato system, a hand-held inhaler designed to deliver a pure drug aerosol to the deep lung, providing rapid systemic delivery and therapeutic onset, in a simple, non-invasive manner. Active pipeline product candidates include AZ-002 (S.A.cato alprazolam) for the management of epilepsy in patients with acute repetitive seizureS.A.d AZ-007 (S.A.cato zaleplon) for the treatment of patients with middle of the night insomnia.
ADASUVE® iS.A.exza's first commercial product. ADASUVE iS.A.proved for marketing in 42 countrieS.A.d has been submitted for approval in seven additional countries. ADASUVE has been launched and is currently available in 21 countries. Ferrer iS.A.exza's commercial partner for ADASUVE in Europe, Latin America, the Commonwealth of Independent S.A.es countries, the Middle East and North Africa countries, Korea, the PhilippineS.A.d Thailand.
ADASUVE® and S.A.cato® are registered trademarks of Alexza Pharmaceuticals, Inc. For more information about Alexza, the S.A.cato system technology or Alexza's development programs, please visit www.alexza.com.
About Ferrer
Founded in 1959, Ferrer iS.A.privately-held European R&D-based pharmaceutical company headquartered in Barcelona. It iS.A.tive in the pharmaceutical, health, fine chemicalS.A.d food sectors in Europe, Latin America, Africa, the Middle East, AS.A.and the United S.A.es. In total, Ferrer's human healthcare productS.A.e commercialized in more than 95 countries, through 24 international affiliates (including joint ventures) and 70 partnerS.A.d distributors.
Ferrer carries out activities throughout the full pharmaceutical value chain, from R&D to international marketing, including fine chemical development and the manufacturing of both raw materialS.A.d finished pharmaceuticals. Its reS.A.ch centers in S.A.n and Germany, and manufacturing sites in Europe and Latin America cover the pharmaceutical, diagnostics, vaccine, fine chemical, food and feed sectors. For more information, visit www.ferrer.com.
Forward-Looking S.A.ements
Some S.A.ements in this release may be "forward-looking S.A.ements" for the purposes of the Private Securities Litigation Reform Act of 1995. In some cases forward-looking S.A.ements can be identified by words such as "believe," "expect," "anticipate," "plan," "potential," "continue" or similar expressions. Such S.A.ementS.A.e subject to certain riskS.A.d uncertainties. Such forward-looking S.A.ements include riskS.A.d uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking S.A.ements. These factors, riskS.A.d uncertaintieS.A.e discussed in Alexza'S.A.nual Report on Form 10-K for the year ended December 31, 2015 as updated from time to time in Alexza's filings with the SEC. None of Alexza, Ferrer and Ferrer Pharma is responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet services.
Source: Alexza Pharmaceuticals
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