Cephalon, Inc. and CIMA LABS INC. Announce FTC Clearance to Proceed with Merger
August 09 2004 - 6:28PM
PR Newswire (US)
Cephalon, Inc. and CIMA LABS INC. Announce FTC Clearance to Proceed
with Merger Transaction Expected to Close Within Days WEST CHESTER,
Pa., and EDEN PRAIRIE, Minn., Aug. 9 /PRNewswire-FirstCall/ --
Cephalon, Inc. (NASDAQ:CEPH) and CIMA LABS INC. (NASDAQ:CIMA)
announced today that the U.S. Federal Trade Commission (FTC) has
accepted a consent agreement that clears the way for Cephalon to
complete its acquisition of CIMA. The companies expect the
transaction to close within the next few days. "By becoming part of
Cephalon, we see a tremendous opportunity for the people at CIMA to
continue their excellent efforts to grow our business," Steven
Ratoff, Chairman and interim CEO of CIMA, said. "We are looking
forward to creating a stronger company and to working with the
highly motivated and successful group of people at Cephalon." Frank
Baldino, Jr., Ph.D., Chairman and CEO of Cephalon, said, "We are
pleased with the decision of the FTC, and we look forward to
combining CIMA's operations into our business. We have been
successfully serving the pain care market with ACTIQ for a number
of years; we understand the needs of this market well and the
return it can provide. This transaction provides us with a
tremendous opportunity to significantly expand our established pain
care franchise by adding OraVescent(R) fentanyl to our portfolio at
a time when ACTIQ exclusivity expires." OraVescent fentanyl
currently is in Phase III clinical trials for treatment of
breakthrough cancer pain, and Cephalon is targeting approval of
this product by the U.S. Food and Drug Administration (FDA) for
late 2006. OraVescent fentanyl is a tablet that utilizes an
enhanced absorption transmucosal drug delivery technology developed
by CIMA that provides for a rapid onset of pain relief. Cephalon
believes that this delivery technology will be more appealing and
will enable greater market penetration than has been the case with
ACTIQ(R) (oral transmucosal fentanyl citrate) [C-II]. Further,
Cephalon plans to pursue a broader label for OraVescent fentanyl
for the treatment of pain, which may enable the product to reach
several million more patients. OraVescent fentanyl is protected by
a pharmaceutical composition patent that extends until 2019. The
FTC agreement represents a novel approach to satisfying antitrust
concerns. Instead of being required to divest its existing product,
Cephalon retains the right to continue to market ACTIQ. The company
has agreed to grant a license to Barr Laboratories, Inc. to any
remaining intellectual property related to ACTIQ. This license will
become effective on February 3, 2007 (or September 5, 2006, if
Cephalon does not obtain pediatric exclusivity). However, the
license will become effective earlier if Cephalon obtains FDA
approval of OraVescent fentanyl prior to these dates. Cephalon
expects to obtain pediatric exclusivity, and therefore expects that
the license will become effective upon final FDA approval of
OraVescent fentanyl, which is anticipated late in 2006. Barr also
may obtain rights to the sugar-free formulation of ACTIQ, effective
when OraVescent fentanyl is approved. Cephalon expects to file in
late 2004 a supplemental new drug application (sNDA) with the FDA
requesting approval for the sugar-free formulation. The FDA's
targeted review period for this sNDA is four months; Cephalon
anticipates final FDA approval in the middle of 2005. With the
closing of this transaction in August, Cephalon expects additional
sales of approximately $15 million and other revenue of
approximately $10 million during the remainder of 2004. Therefore,
the company is increasing its 2004 sales guidance by $15 million to
$915-$965 million, which includes other product sales of $95-$105
million. The company also is increasing its third quarter 2004
sales guidance by $5 million to $250-$260 million. Importantly, the
company's previously issued diluted adjusted earnings per share
guidance for the third quarter and full year 2004 remains
unchanged. Cephalon management will discuss the CIMA acquisition
with investors during a conference call beginning at 9:00 a.m. EDT
on Tuesday, August 10, 2004. To participate in the conference call,
dial 1-719-867-0660 and refer to Conference Code Number 565602.
Individual investors are encouraged to log onto the investor
relations section of http://www.cephalon.com/ and click on the
webcast to access the live call. Further information concerning the
FTC approval process and the terms of the consent agreement may be
found on the Federal Trade Commission web site at
http://www.ftc.gov/. Cephalon, Inc. Founded in 1987, Cephalon, Inc.
is an international biopharmaceutical company dedicated to the
discovery, development and marketing of innovative products to
treat sleep and neurological disorders, cancer and pain. Cephalon
currently employs approximately 2,000 people in the United States
and Europe. U.S. sites include the company's headquarters in West
Chester, Pennsylvania, and offices and manufacturing facilities in
Salt Lake City, Utah. Cephalon's major European offices are located
in Guildford, England, Martinsried, Germany, and Maisons-Alfort,
France. The company currently markets three proprietary products in
the United States: PROVIGIL(R) (modafinil) Tablets [C-IV],
GABITRIL(R) (tiagabine hydrochloride) and ACTIQ and more than 20
products internationally. Full prescribing information on its U.S.
products is available at http://www.cephalon.com/ or by calling
1-800-896-5855. CIMA LABS INC. CIMA develops and manufactures
prescription and over-the-counter products based upon its
proprietary, orally disintegrating drug delivery technologies,
OraSolv(R) and DuraSolv(R). Based on these technologies, an active
drug ingredient, which the company frequently taste-masks, is
formulated into a new, orally disintegrating dosage form that
dissolves quickly in the mouth without chewing or the need for
water. CIMA's business involves a dual operating strategy. The
company develops and manufactures orally disintegrating versions of
drugs for pharmaceutical company partners for whom CIMA currently
produces three branded prescription pharmaceuticals and four
over-the-counter brands. CIMA is also developing proprietary
products utilizing its orally disintegrating technologies, as well
as its new OraVescent(R) enhanced absorption, transmucosal drug
delivery system. Further information about CIMA is available at
http://www.cimalabs.com/. In addition to historical facts or
statements of current condition, this press release may contain
forward-looking statements. Forward-looking statements provide
Cephalon's and CIMA's current expectations or forecasts of future
events. These may include statements regarding the expected timing
of the closing of the merger between Cephalon and CIMA, the
targeted approval date of OraVescent fentanyl, the expected filing
date of the sNDA for the sugar-free formulation of ACTIQ and the
related anticipated date of FDA approval, Cephalon's ability to
significantly expand its pain care franchise with OraVescent
fentanyl, its belief that the delivery technology of OraVescent
fentanyl will be more appealing and will enable greater market
penetration and its plans to pursue a broader label for OraVescent,
the expected date of the effectiveness of the Barr license,
anticipated scientific progress on the companies' respective
research programs, development of potential pharmaceutical
products, interpretation of clinical results, prospects for
regulatory approval, including OraVescent fentanyl and the
sugar-free formulation of ACTIQ, manufacturing development and
capabilities, market prospects for the companies' products or
product candidates, sales and earnings guidance, and other
statements regarding matters that are not historical facts. You may
identify some of these forward-looking statements by the use of
words in the statements such as "anticipate," "estimate," "expect,"
"project," "intend," "plan," "believe" or other words and terms of
similar meaning. Cephalon's and CIMA's respective performance and
financial results could differ materially from those reflected in
these forward-looking statements due to general financial,
economic, regulatory and political conditions affecting the
biotechnology and pharmaceutical industries as well as more
specific risks and uncertainties facing Cephalon and/or CIMA such
as those set forth in their respective reports on Form 8-K, 10-Q
and 10-K filed with the U.S. Securities and Exchange Commission.
Given these risks and uncertainties, any or all of these
forward-looking statements may prove to be incorrect. Therefore,
you should not rely on any such factors or forward- looking
statements. Furthermore, neither Cephalon nor CIMA intend to update
publicly any forward-looking statement, except as required by law.
The Private Securities Litigation Reform Act of 1995 permits this
discussion. DATASOURCE: Cephalon, Inc. CONTACT: Investor Contact:
Chip Merritt, +1-610-738-6376, , or Media Contact: Robert Grupp,
+1-610-738-6402, , both of Cephalon; or James Hawley of CIMA,
+1-952-947-8700, Web site: http://www.cimalabs.com/ Web site:
http://www.cephalon.com/ Company News On-Call:
http://www.prnewswire.com/comp/134563.html
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