Forest Laboratories, Inc. (NYSE: FRX) (“Forest”) today announced
that its indirect wholly-owned subsidiary, Magnolia Acquisition
Corp. (“Magnolia”), has extended the expiration date of its tender
offer for 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”) to expire
at 12:00 midnight, New York City time on Monday, April 11, 2011
(which is the end of the day on April 11, 2011). Forest also today
announced that it has agreed with Clinical Data to amend the Merger
Agreement, dated as of February 22, 2011, among Forest, Clinical
Data, FL Holding C.V., an indirect wholly-owned subsidiary of
Forest, and Magnolia.
The amended merger agreement provides that the tender offer will
be extended until April 11, 2011, but not to any subsequent date
unless required by any rule, regulation or position of the United
States Securities and Exchange Commission (the “SEC”) or its staff
applicable to the tender offer. If the conditions to the tender
offer are not satisfied at that expiration, Magnolia will allow the
tender offer to expire and terminate and will direct the depositary
to promptly return all tendered securities to the holders. In such
case, promptly following the expiration of the tender offer it is
anticipated that Clinical Data will file its definitive proxy
statement and mail such definitive proxy statement to its
stockholders in connection with a special meeting of Clinical Data
stockholders to be called in accordance with Delaware law and the
rules and regulations of the SEC. All other terms and conditions of
the tender offer remain unchanged. The tender offer was previously
scheduled to expire at 12:00 midnight, New York City time, on
Monday April 4, 2011. The Depositary has indicated that, as of the
close of business on April 1, 2011, approximately 11,904,709
Shares; 32,019 2005 Warrants; 757,461 2008 Warrants; 1,527,650
Series A 2009 Warrants; 1,527,650 Series B 2009 Warrants; and
6,110,599 Company Notes had been validly tendered and not withdrawn
pursuant to the tender offer, representing approximately 47.6% of
the outstanding shares of Clinical Data common stock on a
fully-diluted basis. In order to satisfy the minimum tender
condition to the tender offer, Magnolia must acquire at least
approximately 78.2% of the issued and outstanding shares of
Clinical Data common stock on a fully-diluted basis. The tender
offer is being extended because certain conditions to the tender
offer are not yet satisfied and to permit the tender offer to
remain open for at least five business days after the amendments
announced herein.
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, in each case as amended,
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.
Forest Road Acquisition (NYSE:FRX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Forest Road Acquisition (NYSE:FRX)
Historical Stock Chart
From Jul 2023 to Jul 2024