Key Developments For Noven Pharmaceuticals Inc
Noven Pharmaceuticals Inc (NOVN.O) (Nasdaq)
Hisamitsu Pharmaceutical Co., Ltd. Completes Acquisition of Noven Pharmaceuticals, Inc.
Hisamitsu Pharmaceutical Co., Ltd. and Hisamitsu U.S., Inc. announced the completion of their acquisition of Noven Pharmaceuticals, Inc. pursuant to a short form merger of Northstar Merger Sub, Inc., a wholly owned subsidiary of Hisamitsu U.S., Inc., with and into Noven. Pursuant to the Agreement and Plan of Merger among the companies, at the effective time of the merger all remaining outstanding shares of Noven's common stock, other than those held by stockholders who properly perfect appraisal rights under Delaware law, were converted into the right to receive $16.50 per share in cash. As a result of the transaction, Noven has become a wholly owned subsidiary of Hisamitsu U.S., Inc. Hisamitsu expects Noven to continue as a stand alone business unit under the Noven name, operating at its current locations in Miami and New York, and with its existing workforce. Effective with the close of trading on August 28, 2009, Noven's common stock has ceased to be traded on the NASDAQ Global Select Market.
Hisamitsu Pharmaceutical Co., Ltd. Announces Expiration of Subsequent Offering Period and Completion of Tender Offer for Outstanding Shares of Noven Pharmaceuticals, Inc.
Hisamitsu Pharmaceutical Co., Ltd. announced the expiration of the subsequent offering period and completion of the tender offer for all outstanding shares of Noven Pharmaceuticals, Inc. common stock at a price per share of $16.50. The subsequent offering period expired on August 26, 2009 and was not extended. As of such time, an aggregate of 22,320,889 shares of Noven's common stock, representing approximately 89.18% of Noven's outstanding shares, had been tendered pursuant to the offer. Hisamitsu also announced that it intends to exercise the option granted by Noven under the merger agreement to purchase from Noven, at a price per share of $16.50, the number of newly issued shares of Noven's common stock that, when added to the number of shares owned by Northstar Merger Sub at the time the option is exercised, will constitute one share more than 90% of Noven's then outstanding shares. Hisamitsu intends to complete the acquisition of Noven through a short-form merger of Northstar Merger Sub with and into Noven pursuant to the Delaware General Corporation Law, which will not require a vote or meeting of Noven's stockholders, as soon as practicable after the exercise of such option, at which time Noven will become a wholly-owned subsidiary of Hisamitsu U.S., Inc. Following the merger, Noven's common stock will cease to be traded on the NASDAQ Global Stock Market.
Hisamitsu Pharmaceutical Co., Ltd. Announces Expiration Of Initial Tender Offer Period For Outstanding Shares Of Noven Pharmaceuticals And Commencement of Subsequent Offering Period
Hisamitsu Pharmaceutical Co., Ltd., Hisamitsu U.S., Inc. and Northstar Merger Sub, Inc. announced the completion of the initial tender offer period for all outstanding shares of Noven Pharmaceuticals, Inc. common stock and the commencement of a subsequent offering period that will expire at 12:00 midnight on August 26, 2009, unless extended. As previously announced, on July 23, 2009, Hisamitsu Pharmaceutical Co., Inc., through its wholly owned subsidiary, Northstar Merger Sub, Inc., commenced a tender offer for all outstanding shares of Noven's common stock at a price per share of $16.50, net to the seller in cash (subject to applicable withholding taxes), without interest thereon, pursuant to an agreement and plan of merger dated as of July 14, 2009, among Hisamitsu Pharmaceutical Co., Inc., Hisamitsu U.S., Inc., Northstar Merger Sub, Inc. and Noven Pharmaceuticals, Inc. The initial offering period for the tender offer expired at 12:00 Midnight, New York City time, on August 19, 2009, with approximately 21.94 million shares of Noven common stock (including approximately 340,000 shares tendered by notice of guaranteed delivery and the shares previously owned by Hisamitsu Pharmaceutical Co., Inc.) tendered pursuant to the offer. The shares tendered represent approximately 87.41% of the outstanding shares of Noven's common stock.
Hisamitsu Pharmaceutical Co., Ltd. Announces Expiration of HSR Waiting Period for Its Proposed Acquisition of Noven Pharmaceuticals, Inc.
Hisamitsu Pharmaceutical Co., Ltd., Hisamitsu U.S., Inc. and Northstar Merger Sub, Inc., announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), on August 12, 2009, with respect to the proposed acquisition of Noven Pharmaceuticals, Inc. Hisamitsu, through its wholly owned subsidiary, Northstar Merger Sub, Inc., commenced a cash tender offer to purchase all outstanding shares of Noven's common stock, together with the associated Series A junior participating preferred stock, on July 23, 2009, at an offer price of $16.50 per share of common stock. The tender offer is being conducted on the terms and subject to the conditions described in the Offer to Purchase, dated July 23, 2009, and the related Letter of Transmittal, which have been filed as part of a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission (SEC). The tender offer will expire at midnight, New York City time, on August 19, 2009, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is also conditioned on the tender of at least a majority of the outstanding shares of Noven's common stock and the satisfaction of other customary conditions.
Hisamitsu Pharmaceutical Co., Ltd. Begins Tender Offer For All Outstanding Shares Of Noven Pharmaceuticals, Inc.
Hisamitsu Pharmaceutical Co., Ltd., Hisamitsu U.S., Inc. and Northstar Merger Sub, Inc., announced commenced the cash tender offer to purchase all outstanding shares of common stock of Noven Pharmaceuticals, Inc. contemplated by the Agreement and Plan of Merger executed and publicly announced by Hisamitsu and Noven on July 14, 2009. Upon closing of the tender offer, shareholders of Noven will receive $16.50 in cash for each share of Noven common stock tendered in the offer, without interest and less any required withholding taxes. The companies expect that Noven will continue as a standalone business unit, operating at its current locations in Miami and New York with its existing work force.
