Oscient Pharmaceuticals Files Voluntary Petition for Relief Under Chapter 11 of the United States Bankruptcy Code

Mon Jul 13, 2009 5:05pm EDT
 
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WALTHAM, Mass.--(Business Wire)--
Oscient Pharmaceuticals Corporation (NASDAQ: OSCI) and its wholly owned
subsidiary, Guardian II Acquisition Corporation, today each filed a voluntary
petition for relief under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Massachusetts. Oscient and
Guardian will continue to manage and operate their businesses and assets during
the pendency of the bankruptcy case, subject to the supervision of the
Bankruptcy Court. 

In conjunction with the filing, Oscient and Guardian are seeking customary
authority from the Bankruptcy Court that will enable them to continue operations
and deliver products to customers in the ordinary course of business and without
interruption. 

The companies currently sell two products, ANTARA® (fenofibrate) capsules, which
is a cardiovascular product indicated for the adjunct treatment of
hypercholesterolemia (high blood cholesterol) and hypertriglyceridemia (high
triglycerides) in combination with diet, and FACTIVE® (gemifloxacin mesylate)
tablets, which is a fluoroquinolone antibiotic indicated for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-acquired
pneumonia of mild to moderate severity. 

In connection with the filing Oscient entered into an agreement with a
subsidiary of Cornerstone Therapeutics Inc. for the sale of assets related to
FACTIVE. Under the terms of the agreement, Cornerstone will pay Oscient $5
million plus the value of FACTIVE inventory at closing and a royalty on
Cornerstone's sales of FACTIVE, less certain adjustments, through the fifth
anniversary of the closing date. The sale is subject to customary closing
conditions, approval of the Bankruptcy Court and the conduct of a Bankruptcy
Court supervised auction process in which Oscient will seek competing bids to
achieve the highest price possible for the FACTIVE assets. 

Oscient and Guardian are continuing to explore strategic alternatives, including
seeking a buyer for the ANTARA product and other assets. 

It is Oscient's belief that there will be no value for the common stockholders
in the bankruptcy liquidation process. Stockholders of a company in Chapter 11
generally receive value only if all claims of the company`s secured and
unsecured creditors are fully satisfied. Oscient believes all such claims will
not be fully satisfied. 

Probable NASDAQ De-listing

Also, on July 10, 2009 Oscient received a letter from NASDAQ notifying it that
its common stock will be de-listed from the Nasdaq Stock Market effective July
21, 2009 for failure to pay certain fees required by listing Rule 5210(d). At
this time, the Company does not intend to appeal the decision and expects that
the Company`s common stock will be de-listed. 

About Oscient Pharmaceuticals

Oscient Pharmaceuticals Corporation markets two FDA-approved products in the
United States: ANTARA® (fenofibrate) capsules, a cardiovascular product and
FACTIVE® (gemifloxacin mesylate) tablets, a fluoroquinolone antibiotic. ANTARA
is indicated for the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in combination with
diet. FACTIVE is approved for the treatment of acute bacterial exacerbations of
chronic bronchitis and community-acquired pneumonia of mild to moderate
severity. 

For important information regarding the safety and use of ANTARA and FACTIVE,
please see the full prescribing information available at www.antararx.com and
www.factive.com. 

Forward-Looking Statement

This news release contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995,
including statements with regard to (i) the continued availability of ANTARA and
FACTIVE to physicians and patients, (ii) the Company`s ongoing review of
strategic alternatives, including the Company`s ability to locate a buyer for
ANTARA and its other assets under the supervision of the bankruptcy court, (iii)
the Company`s ability to fund its working capital needs during the Chapter 11
process, (iv) the Company`s ability to obtain bankruptcy court approval of the
asset purchase agreement with Cornerstone and consummate the agreement in a
timely manner, (v) the Company`s ability to continue to operate in the ordinary
course and manage its relationships with its creditors, noteholders, vendors,
and customers during the Chapter 11 process given the Company`s financial
condition, and (vi) the lack of value for the common stockholders in the
bankruptcy liquidation process.Forward-looking statements represent our
management`s judgment regarding future events. Forward-looking statements
typically are identified by use of terms such as "may," "will," "should,"
"plan," "expect," "intend," "anticipate," "estimate," and similar words,
although some forward-looking statements are expressed differently. We do not
plan to update these forward-looking statements. You should be aware that our
actual results could differ materially from those contained in the
forward-looking statements due to a number of risks affecting our business.
These risks include, but are not limited to our ability to successfully
commercialize and market ANTARA or FACTIVE during the Chapter 11 process due to:
the limitations on our resources and experience in the commercialization of
products; the elimination of our commercial organization; the lack of acceptance
by physicians, patients and third party payors; unanticipated safety, product
liability, efficacy, or other regulatory issues; problems relating to
manufacturing or supply; delays in the supply of products by the third party
manufacturers and suppliers on which we rely; inadequate distribution of the
products by wholesalers, pharmacies, hospitals and other customers; and
competition from other products; and our ability to defend our intellectual
property position for ANTARA and FACTIVE and claims against us by third parties.
Additional factors that could cause actual results to differ materially from
those projected or suggested in any forward-looking statements are described
under the heading "Risk Factors" in the Company`s Annual Report on Form 10-K for
the fiscal year ending December 31, 2008 and in other filings that we may make
with the Securities and Exchange Commission from time to time.





For Oscient Pharmaceuticals
Sandra Schmidt Coombs, 781-398-2310 



Copyright Business Wire 2009

 

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