Forest Laboratories, Inc. (NYSE: FRX) (“Forest”) today announced
that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “HSR Act”), has expired
in connection with Forest’s previously announced acquisition of all
outstanding shares of common stock of, and certain outstanding
notes and warrants convertible into the common stock of, Clinical
Data, Inc. (NASDAQ: CLDA) (“Clinical Data”). Accordingly, the
condition with respect to the expiration of the applicable waiting
periods under the HSR Act has been satisfied.
As previously disclosed, Magnolia Acquisition Corp., an indirect
wholly-owned subsidiary of Forest (“Magnolia”), commenced a tender
offer on March 8, 2011 for all outstanding shares of common stock,
$0.01 par value, of Clinical Data for $30.00 per share in cash (the
“Upfront Consideration”) plus contingent consideration of up to
$6.00 per share (the “Contingent Consideration”) that may be paid
pursuant to the terms of a Contingent Value Right Agreement to be
entered into by Forest, FL Holding CV, an indirect wholly-owned
subsidiary of Forest, and Magnolia for the benefit of Clinical
Data’s security holders based upon achievement of certain
milestones related to Viibryd™. In addition to shares of Clinical
Data common stock, Forest and Magnolia also have offered to
purchase in the tender offer certain outstanding warrants and
convertible notes that are exerciseable for or convertible into
shares of Clinical Data common stock.
The tender offer is being made pursuant to an Offer to Purchase
and related Letters of Transmittal, each dated March 8, 2011, and
an Agreement and Plan of Merger entered into on February 22, 2011
between FL Holding CV, Magnolia, Forest, and Clinical Data (the
“Merger Agreement”). Pursuant to the Merger Agreement, following
the completion of the tender offer and, if required, receipt of
approval by Clinical Data’s shareholders, Forest expects to
consummate a merger of Magnolia and Clinical Data in which any
shares of Clinical Data not tendered in the tender offer (other
than shares held by Forest, FL Holding CV, Magnolia, or Clinical
Data or shares held by Clinical Data stockholders who have and
validly exercise appraisal rights under Delaware law) will be
cancelled in exchange for the right to receive the same
consideration per share being paid in the tender offer, and any
outstanding notes and warrants issued by Clinical Data that are
convertible into or exerciseable for shares of Clinical Data common
stock will be canceled, as permitted by the terms thereof, and
converted into the right to receive the same consideration per note
or warrant being paid in the tender offer. In the event that the
minimum tender condition is not met, and in certain other
circumstances, the parties have agreed to complete the transaction
through a one-step merger after receipt of stockholder
approval.
The tender offer and withdrawal rights are scheduled to expire
at 12:00 midnight, New York City time, on Monday, April 4, 2011,
unless the tender offer is extended. The completion of the tender
offer remains subject to certain conditions as described in the
tender offer statement on Schedule TO filed with the Securities and
Exchange Commission (the “SEC”) on March 8, 2011.
The Depositary for the tender offer is American Stock
Transfer & Trust Company, LLC, Operations Center, Attn:
Reorganization Department, P.O. Box 2042, New York, NY 10272-2042.
The Dealer Manager for the tender offer is Morgan Stanley & Co.
Incorporated, 1585 Broadway, New York, NY 10036. The Information
Agent for the tender offer is MacKenzie Partners, Inc., 105 Madison
Avenue, New York, NY 10016. The tender offer materials may be
obtained at no charge by directing a request by mail to MacKenzie
Partners, Inc. or by calling toll-free at (800) 322-2885 or collect
at (212) 929-5500, and may also be obtained at no charge at the
website maintained by the SEC at www.sec.gov. Additionally, any
questions related to the tender offer may be directed to MacKenzie
Partners, Inc. at the mailing address or telephone numbers provided
above.
About Forest Laboratories
Forest Laboratories’ (NYSE: FRX) longstanding global
partnerships and track record developing and marketing
pharmaceutical products in the United States have yielded its
well-established central nervous system and cardiovascular
franchises and innovations in anti-infective and respiratory
medicine. The Company’s pipeline, the most robust in its history,
includes product candidates in all stages of development across a
wide range of therapeutic areas. The Company is headquartered in
New York, NY. To learn more, visit www.FRX.com.
A Caution Concerning Forward Looking Statements
Certain statements in this press release may be forward-looking
statements. Forest cautions that these forward-looking statements
are subject to a number of risks and uncertainties that could cause
actual results to differ from those set forth in the forward
looking statements, including that the transaction may not be
timely completed, if at all; that, prior to the completion of the
transactions, if at all, Clinical Data’s business may experience
significant disruptions due to transaction-related uncertainty or
other factors; the timing and the benefits of the business
combination transaction involving Forest and Clinical Data, the
ability to obtain regulatory approvals of the transaction on the
proposed terms and schedule; the requirement that Clinical Data
stockholders approve the transaction; the risk that the businesses
will not be integrated successfully; uncertainties regarding the
timing of launch of Viibryd and future sales of Viibryd; the risk
that the cost savings and any other synergies from the transaction
may not be fully realized or may take longer to realize than
expected; the difficulty of predicting FDA approvals, the
acceptance and demand for new pharmaceutical products, the impact
of competitive products and pricing, the timely development and
launch of new products, and the risk factors listed from time to
time in Forest Laboratories' Annual Report on Form 10-K, Quarterly
Report on Form 10-Q, and any subsequent SEC filings and Clinical
Data’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q,
and any subsequent SEC filings.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of Clinical Data common stock and
certain outstanding notes and warrants issued by Clinical Data is
being made pursuant to an offer to purchase and related materials
that Forest and Magnolia filed with the SEC. On March 8, 2011,
Forest and Magnolia filed a tender offer statement on Schedule TO
with the SEC, and Clinical Data filed a solicitation/recommendation
statement on Schedule 14D-9 with respect to the offer. The
tender offer statement (including an offer to purchase, related
letters of transmittal and other offer documents) and the
solicitation/recommendation statement contain important information
that should be read carefully and considered before any decision is
made with respect to the tender offer. Additionally, Clinical Data
and Forest have filed and will file other relevant materials in
connection with the proposed transaction of Clinical Data by Forest
pursuant to the terms of the Merger Agreement. These materials have
been or will be sent free of charge to all stockholders of Clinical
Data when available. In addition, all of these materials (and all
other materials filed by Clinical Data with the SEC) will be
available at no charge from the SEC through its website at
www.sec.gov. Free copies of the offer to purchase, the related
letters of transmittal and certain other offering documents may be
obtained by directing a request to Forest at www.frx.com. Investors and security holders
may also obtain free copies of the documents filed with the SEC by
Clinical Data by contacting Clinical Data Investor Relations at
ir@clda.com.
INVESTORS AND SHAREHOLDERS OF CLINICAL DATA ARE ADVISED TO READ
THE SCHEDULE TO, THE SCHEDULE 14D-9, AND THE PROXY STATEMENT, AS
EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER
OFFER OR MERGER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
Additional Information about the Merger and Where to Find
It
In connection with the potential one-step merger, Clinical Data
filed a proxy statement with the SEC on March 8,
2011. Additionally, Clinical Data will file other relevant
materials with the SEC in connection with the proposed acquisition
of Clinical Data by Forest pursuant to the terms of the Merger
Agreement. The materials that have been and will be filed by
Clinical Data with the SEC may be obtained free of charge at the
SEC’s web site at www.sec.gov. Investors and stockholders also
may obtain free copies of the proxy statement from Clinical Data by
contacting Clinical Data Investor Relations at ir@clda.com. Investors and security holders
of Clinical Data are urged to read the proxy statement and the
other relevant materials when they become available before making
any voting or investment decision with respect to the proposed
merger because they will contain important information about the
merger and the parties to the merger.
Clinical Data and its respective directors, executive officers
and other members of their management and employees, under the SEC
rules, may be deemed to be participants in the solicitation of
proxies of Clinical Data stockholders in connection with the
proposed merger. Further, such persons may have direct or
indirect interests in the proposed transaction due to, among other
things, securities holdings, pre-existing or future indemnification
arrangements, vesting of equity awards, or rights to severance
payments or bonuses in connection with the proposed transaction.
Information concerning the interests of these persons has been set
forth in the Schedule 14D-9 and proxy statement relating to the
proposed transaction, and any other materials which may be filed
with the SEC in connection with the merger when and if they become
available. Information concerning the interests of Clinical
Data’s participants in the solicitation, which may, in some cases,
be different than those of Clinical Data’s stockholders generally,
have been set forth in the proxy statement relating to the
merger.
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