ALISO VIEJO, Calif.,
Dec. 5, 2014 /PRNewswire/
-- Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today
announced that, as a result of the entry by Avanir Pharmaceuticals
into an agreement and plan of merger with Otsuka Pharmaceutical
Co., Ltd., and Bigarade Corporation, a wholly owned subsidiary of
Otsuka Pharmaceutical, on December 1,
2014, Avanir Pharmaceuticals is cancelling its previously
scheduled Fiscal 2014 Fourth Quarter Financial Results and
Conference Call.
Avanir Pharmaceuticals plans to file its Annual Report on Form
10-K for the fiscal year ended September 30,
2014 on or by December 15,
2014.
About Avanir Pharmaceuticals, Inc.
Avanir Pharmaceuticals, Inc. is a biopharmaceutical company focused
on bringing innovative medicines to patients with central nervous
system disorders of high unmet medical need. As part of our
commitment, we have extensively invested in our pipeline and are
dedicated to advancing medicines that can substantially improve the
lives of patients and their loved ones. For more information about
Avanir, please visit www.avanir.com.
AVANIR® is a trademark or registered trademark of
Avanir Pharmaceuticals, Inc. in the
United States and other countries.
©2014 Avanir Pharmaceuticals, Inc. All Rights Reserved.
Forward-Looking Statements
The statements included in this press release that are not a
description of historical facts are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. 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 planned completion of the transactions contemplated
by the Agreement and Plan of Merger, dated as of December 1, 2014, by and among Avanir
Pharmaceuticals, Inc. ("Avanir"), Otsuka Pharmaceutical Co., Ltd.
("Otsuka") and Bigarade Corporation ("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 Avanir 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 Avanir, including the risks and uncertainties detailed in
Avanir's public periodic filings with the Securities and Exchange
Commission (the "SEC"), as well as the tender offer materials to be
filed by Otsuka and Acquisition Sub and the
Solicitation/Recommendation Statement to be filed by Avanir 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 Avanir undertakes no obligation to
revise or update this press release to reflect events or
circumstances after the date hereof, except as required by
law.
Notice to Investors
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 Avanir. The solicitation and the offer to
buy shares of the Avanir'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
Otsuka and Acquisition Sub intend to file with the SEC. In
addition, Avanir 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 Avanir 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 Avanir under the
"Investors" section of Avanir'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 AVANIR 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.
Avanir Investor & Media Contact
Ian Clements, PhD
ir@avanir.com
+1 (949) 389-6700
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SOURCE Avanir Pharmaceuticals, Inc.