The Female Health Company (FHC) (NASDAQ:FHCO) today announced that
the Special Meeting of Shareholders scheduled for today to vote on
five proposals related to the proposed merger with Aspen Park
Pharmaceuticals, Inc. (APP) has been adjourned to Friday, October
14, 2016 at 10 a.m. Central Time at 150 North Michigan Avenue,
Suite 1580, Chicago, Illinois, 60601. As announced on
September 20, 2016, the Company previously adjourned the Special
Meeting of Shareholders to September 22, 2016 in order to provide
additional time for shareholders to vote.
To date, over 60 percent of the outstanding shares have voted
FOR all five of the proposals that have remained subject to voting
after the adjourned September 20 meeting. Although progress
has been made since the adjourned September 20 meeting, the three
proposals requiring a super majority approval (66 2/3 percent) of
the outstanding shares have not yet reached the required
approval. Two other proposals which did not require super
majority approval (the proposal to approve the issuance of common
stock pursuant to the merger transaction with APP and the
non-binding advisory vote on executive compensation) did receive
the required majority of the votes cast and thus were approved on
September 22. Accordingly, these two proposals no longer
need to be considered by FHC shareholders at the adjourned
meeting.
We continue to urge shareholders to vote FOR the three proposals
requiring a super majority approval. During the period in
which the Special Meeting is adjourned, FHC and APP may also
discuss other transaction structures with respect to the proposed
merger transaction with APP.
The FHC Board of Directors continues to recommend that
shareholders vote "FOR" the proposals.
During the adjournment, shareholders of record on July 28, 2016
are entitled to and are being requested to vote. FHC's proxy
statement and any other materials filed by FHC with the SEC can be
obtained free of charge at the SEC's website at www.sec.gov or
FHC's website at
www.femalehealth.com/investors/merger-documents.
Shareholders are reminded that their vote is important and are
encouraged to vote at their earliest convenience.
Shareholders who have already voted do not need to recast
their votes. Proxies previously submitted will be voted at
the reconvened meeting unless properly revoked. Shareholders
who have not already voted or wish to change their vote are
encouraged to do so using the instructions provided in the
definitive proxy statement.
The failure to return the proxy, or vote at the special meeting
in person, will have the same effect as a vote “against” the three
proposals requiring a supermajority approval. FHC
shareholders seeking copies of the definitive proxy statement or
with questions about the special meeting may contact FHC’s proxy
solicitation firm, D.F. King, Inc., at toll-free (866) 751-6309, or
at 48 Wall Street, 22nd Floor, New York, New York 10005.
To vote, you will need the control number which appears on your
proxy card. If you have not received the proxy materials and
voting instructions, either electronically or in the mail, contact
your broker, if you have one, or Michele Greco at The Female Health
Company, 312-213-9859, mgreco@femalehealthcompany.com.
Below are two convenient ways to vote. FHC highly
recommends shareholders vote electronically or by phone.
Please have your control number ready while voting. The
control number is located on your proxy card.
- Through the Internet, by visiting a website established
for that purpose at www.proxyvote.com and
following the instructions; or
- By calling the toll-free number 1-800-690-6903 in the
United States, Puerto Rico or Canada on a touch-tone phone and
following the recorded instructions.
About The Female Health
Company
The Female Health Company, based in Chicago, Illinois,
manufactures and markets the FC2 Female Condom® (FC2). Since the
Company began distributing FC2 in 2007, the product has been
shipped to 144 countries. The Company owns certain worldwide rights
to the FC2 Female Condom®, including patents that have been issued
in a number of countries around the world. The patents cover key
aspects of the FC2 manufacturing process and design. The FC2
Female Condom® is the only currently available female-controlled
product approved by FDA that offers dual protection against
sexually transmitted infections, including HIV/AIDS, the Zika virus
and unintended pregnancy. The World Health Organization (WHO) has
cleared FC2 for purchase by U.N. agencies.
About Aspen Park Pharmaceuticals
Aspen Park Pharmaceuticals, Inc. is a privately held
therapeutics company focused on the development and
commercialization of pharmaceutical and consumer health products
for men’s and women’s health and oncology. For men, product and
product candidates are in the areas of benign prostatic
hyperplasia, male infertility, amelioration of side effects of
hormonal prostate cancer therapies, gout, sexual dysfunction, and
prostate cancer. For women, product candidates are for advanced
breast and ovarian cancers and for female sexual health. Aspen Park
Pharmaceuticals is planning to launch in the United States the
PREBOOST™ OTC product for treating premature ejaculation in Q4 of
fiscal 2016. Aspen Park Pharmaceuticals has offices in New York
City, New York. For more information on PREBOOST™ OTC product visit
www.preboost.com or for more information on APP visit
www.aspenparkpharma.com.
Additional Information about the Proposed Transaction
and Where You Can Find It
FHC filed a definitive proxy statement with the SEC relating to
a solicitation of proxies from its shareholders in connection with
a special meeting of shareholders of FHC to be held for the purpose
of voting on matters relating to the proposed transaction. BEFORE
MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION, FHC SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
The proxy statement and other relevant materials, and any other
documents filed by FHC with the SEC, may be obtained free of charge
at the SEC's website at www.sec.gov. In addition, shareholders of
FHC may obtain free copies of the documents filed with the SEC by
contacting FHC's Chief Financial Officer at (312) 595-9123, or by
writing to Chief Financial Officer, The Female Health Company, 515
North State Street, Suite 2225, Chicago, Illinois 60654.
For more information about the Female Health Company visit the
Company's website at http://www.femalehealth.com and
http://www.femalecondom.org. If you would like to be added to the
Company's e-mail alert list, please send an e-mail to
FHCInvestor@femalehealthcompany.com.
Forward-Looking Statements
This press release contains forward-looking statements,
including those regarding the proposed merger transaction between
FHC and APP and the integration of our two businesses. These
statements are subject to known and unknown risks, uncertainties
and assumptions, and if any such risks or uncertainties materialize
or if any of the assumptions prove incorrect, our actual results
could differ materially from those expressed or implied by such
statements. These risks and uncertainties include but are not
limited to: the risk that the proposed transaction may not be
completed in a timely manner or at all; the satisfaction of
conditions to completing the transaction, including the ability to
secure approval by a two-thirds vote of FHC’s shareholders; risks
that the proposed transaction could disrupt current plans and
operations; costs, fees and expenses related to the proposed
transaction; risks related to the development of APP’s product
portfolio, including regulatory approvals and time and cost to
bring to market; risks relating to the ability of the combined
company to obtain sufficient financing on acceptable terms when
needed to fund development and company operations; the risk that,
even if it is completed, we may not realize the expected benefits
from the transaction; and other risks described in FHC’s filings
with the SEC, including our Annual Report on Form 10-K for the year
ended September 30, 2015 and our Quarterly Reports on Form 10 Q for
the quarters ended December 31, 2015, March 31, 2016 and June 30,
2016. These documents are available on the “SEC Filings” section of
our website at www.femalehealth.com/investors. All forward-looking
statements are based on information available to us as of the date
hereof, and FHC does not assume any obligation and does not intend
to update any forward-looking statements, except as required by
law.
Contacts:
Michele Greco
312.595.9123
Mitchell Steiner, MD
901.581.5872
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