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Forward-Looking Statements
The statements included in this communication that are not a description of
historical facts are forward-looking statements. Words or phrases such
as “believe,” “may,”
“could,”
“will,”
“estimate,”
“continue,”
“anticipate,”
“intend,”
“seek,”
“plan,”
“expect,”
“should,”
“would”
or similar
expressions are intended to identify forward-looking statements. These
forward-looking statements include without limitation statements
regarding the benefits and planned completion of the transactions contemplated by
the Agreement and Plan of Merger dated as of December 2,
2014
(the
“Merger
Agreement”)
by
and
among
Avanir
Pharmaceuticals,
Inc.
(the
“Company”),
Otsuka
Pharmaceutical
Co.,
Ltd.
(“Parent”) and Bigarade Corporation, a wholly-owned subsidiary of
Parent (“Acquisition Sub”). Risks and uncertainties that could cause results
to differ from expectations include: uncertainties as to the timing of the tender
offer and the merger; uncertainties as to the percentage of Company
stockholders
tendering
their
shares
in
the
tender
offer;
the
possibility
that
competing
offers
will
be
made;
the
possibility
that
various
closing
conditions
for
the
tender
offer
or
the
merger
may
not
be
satisfied
or
waived,
including
that
a
governmental
entity
may
prohibit,
delay
or
refuse
to
grant
approval
for
the
consummation
of
the
merger;
the
effects
of
disruption
caused
by
the
transaction
making
it
more
difficult
to
maintain relationships with employees, collaborators, vendors and other business
partners; the risk that stockholder litigation in connection with the tender
offer or the merger may result in significant costs of defense, indemnification and liability; and risks and uncertainties pertaining to the
business of the Company, including the risks and uncertainties detailed in the
Company’s public periodic filings with the United States Securities and
Exchange Commission (the “SEC), as well as the tender offer materials to be filed by Parent and Acquisition Sub and the
Solicitation/Recommendation
Statement
to
be
filed
by
the
Company
in
connection
with
the
tender
offer.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. All forward-looking
statements are qualified in their entirety by this cautionary statement and the
Company undertakes no obligation to revise or update this report to
reflect
events
or
circumstances
after
the
date
hereof,
except
as
required
by
law.
This
caution
is
made
under
the
safe
harbor
provisions
of
Section 21E of the Private Securities Litigation Reform Act of 1995.
Additional Information
The
tender
offer
described
above
has
not
yet
commenced.
This
communication
is
not
an
offer
to
buy
nor
a
solicitation
of
an
offer
to
sell
any
securities
of
the
Company.
The
solicitation
and
the
offer
to
buy
shares
of
the
Company’s
common
stock
will
only
be
made
pursuant
to
a
tender
offer statement on Schedule TO, including an offer to purchase, a letter of
transmittal and other related materials that Parent and Acquisition Sub
intend to file with the SEC. In addition, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9
with respect to the tender offer. Once filed, investors will be able to obtain the
tender offer statement on Schedule TO, the offer to purchase, the
Solicitation/Recommendation
Statement
of
the
Company
on
Schedule
14D-9
and
related
materials
with
respect
to
the
tender
offer
and
the
merger,
free
of
charge
at
the
website
of
the
SEC
at
www.sec.gov,
and
from
the
information
agent
named
in
the
tender
offer
materials.
Investors
may
also
obtain,
at
no
charge,
any
such
documents
filed
with
or
furnished
to
the
SEC
by
the
Company
under
the
“Investors”
section
of
the
Company’s website at www.avanir.com. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THESE DOCUMENTS WHEN THEY
BECOME
AVAILABLE,
INCLUDING
THE
SOLICITATION/RECOMMENDATION
STATEMENT
OF
THE
COMPANY
AND
ANY
AMENDMENTS
THERETO,
AS
WELL
AS
ANY
OTHER
DOCUMENTS
RELATING
TO
THE
TENDER
OFFER
AND
THE
MERGER
THAT
ARE
FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS
WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE
THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF
THE TENDER OFFER. 22 |