MALVERN, Pa. and MONTREAL, Dec. 19,
2013 /PRNewswire/ -- Endo Health Solutions (NASDAQ: ENDP)
("Endo") today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
("HSR Act") in connection with Endo's proposed acquisition of
Paladin Labs Inc. (TSX: PLB) ("Paladin Labs") was terminated by the
United States Federal Trade Commission on December 17, 2013. Endo also today
announced that the Canadian Competition Bureau issued a no-action
letter on December 18, 2013, which
constitutes Canadian Competition Act compliance for Endo's proposed
acquisition of Paladin Labs. Pursuant to the acquisition,
each of Endo and Paladin Labs will be acquired by a newly-formed
Irish holding company ("New Endo").
As previously announced on November 5,
2013, Endo and Paladin entered into a definitive agreement
pursuant to which Endo would acquire Paladin Labs in a stock and
cash transaction valued at approximately $1.6 billion. The early termination of the
HSR waiting period in the United
States and the no-action letter obtained from the Canadian
Competition Bureau in Canada
satisfy conditions to the proposed acquisition. The proposed
acquisition remains subject to certain conditions and approvals,
including regulatory approvals (including in connection with the
South African Competition Act and the Investment Canada Act),
approval by shareholders of Endo and Paladin Labs, approval of the
Superior Court of Quebec,
registration and listing of New Endo shares and customary closing
conditions.
About Endo:
Endo Health Solutions Inc. is a
U.S.-based specialty healthcare company with four distinct business
segments that are focused on branded and generic pharmaceuticals,
devices and services and provide quality products to its customers
while improving the lives of patients. Through its operating
companies - AMS, Endo Pharmaceuticals, HealthTronics and Qualitest
- Endo is dedicated to finding solutions for the unmet needs of
patients. Learn more at www.endo.com.
About Paladin Labs:
Paladin Labs Inc., headquartered
in Montreal, Canada, is a
specialty pharmaceutical company focused on acquiring or
in-licensing innovative pharmaceutical products for the Canadian
and world markets. With this strategy, a focused national sales
team and proven marketing expertise, Paladin Labs has evolved into
one of Canada's leading specialty
pharmaceutical companies. Paladin Lab's shares trade on the Toronto
Stock Exchange under the symbol "PLB." For more information about
Paladin Labs, please visit www.paladin-labs.com.
No Offer or Solicitation
This communication is
not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information
New Endo has filed with
the Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 that includes the preliminary Proxy
Statement/Prospectus (the "Proxy Statement/Prospectus"). Endo plans
to mail its shareholders the definitive Proxy Statement/Prospectus
and Paladin Labs plans to mail its shareholders a circular (the
"Circular"), each in connection with the acquisition. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS OR
CIRCULAR, AS APPLICABLE, AND OTHER RELEVANT DOCUMENTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT NEW ENDO, PALADIN LABS, THE ACQUISITION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the Proxy
Statement/Prospectus and other documents filed with the SEC by Endo
through the website maintained by the SEC at www.sec.gov. Investors
and security holders will be able to obtain free copies of the
Circular and other documents filed by Paladin Labs on the System
for Electronic Document Analysis Retrieval ("SEDAR") website
maintained by the Canadian Securities Administrators at
http://www.sedar.com. In addition, investors and shareholders may
obtain free copies of the Proxy Statement/Prospectus and other
documents filed by Endo with the SEC by contacting Endo's Corporate
Secretary at 484-216-0000, and will be able to obtain free copies
of the Circular and other documents filed by Paladin Labs on the
SEDAR website by contacting Samira Sakhia at 514-669-5367.
Participants in the Solicitation
Paladin Labs
and Endo and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from
the respective shareholders of Paladin Labs and Endo in respect of
the transactions contemplated by the Proxy Statement/Prospectus and
the Circular. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
respective shareholders of Paladin Labs and Endo in connection with
the proposed acquisition, including a description of their direct
or indirect interests, by security holdings or otherwise, are set
forth in the Proxy Statement/Prospectus and will be set forth in
the Circular. Information regarding Paladin Labs' directors and
executive officers is contained in Paladin Labs' Annual Report for
the year ended December 31, 2012,
filed on the SEDAR website. Information regarding Endo's directors
and executive officers is contained in Endo's Annual Report on Form
10-K for the year ended December 31,
2012, filed with the SEC.
Safe Harbor Statement
This press release
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Statements
including words such as "believes," "expects," "anticipates,"
"intends," "estimates," "plan," "will," "may," "look forward,"
"intend," "guidance," "future" or similar expressions are
forward-looking statements. These forward-looking statements may
include, without limitation, statements regarding the completion of
the proposed transaction and other statements that are not
historical facts. Although Endo and Paladin Labs each believe its
forward-looking statements are reasonable, they are subject to
important risks and uncertainties. Those include, without
limitation, the failure to receive, on a timely basis or otherwise,
the required approvals by Endo and Paladin Labs shareholders, the
Superior Court of Quebec and
applicable government and regulatory authorities, the terms of
those approvals, the risk that a condition to closing contemplated
by the arrangement agreement may not be satisfied or waived, the
inability to realize expected synergies or cost savings or
difficulties related to the integration of Endo and Paladin Labs
operations, the ability of the combined company to retain and hire
key personnel and maintain relationships with customers, suppliers
or other business partners, or other adverse events, changes in
applicable laws or regulations, competition from other
pharmaceutical companies, and other risks disclosed in Endo and
Paladin Labs' public filings, any or all of which could cause
actual results to differ materially from future results expressed,
projected or implied by the forward-looking statements. The
forward-looking statements in this press release are qualified by
these risk factors. As a result of these risks and uncertainties,
the proposed transaction could be modified, restructured or not be
completed, and actual results and events may differ materially from
the results and events contemplated in these forward-looking
statements and from historical results. Neither Endo nor Paladin
Labs assumes any obligation to publicly update any forward-looking
statements, except as may be required under applicable securities
laws, or to comment on expectations of, or statements made by the
other party or third parties in respect of the proposed
transaction. These forward-looking statements are not guarantees of
future performance, given that they involve risks and
uncertainties. Investors should not assume that any lack of update
to previously issued forward-looking statement constitutes a
reaffirmation of that statement. Continued reliance on
forward-looking statements is at investors' own risk.
For more information regarding these and other risks and
uncertainties that Endo may face, see the section entitled "Risk
Factors" in Endo's Form 10-K, Form 10-Q and Form 8-K filings with
the SEC and as otherwise enumerated herein or therein.
For more information regarding these and other risks and
uncertainties that Paladin Labs may face, see the section entitled
"Risks Related to Paladin Labs' Business" in Paladin Labs'
Information Form for the year ended December
31, 2012 and the sections in Paladin Labs' Management's
Discussion and analysis entitled "Concentration of Credit Risk and
Major Customers," "Liquidity Risk," "Foreign Exchange Risk,"
"Interest Rate Risk," and "Equity Price Risk" contained in
Paladin's Annual Report for the year ended December 31, 2012 filed on the SEDAR website.
SOURCE Endo Health Solutions Inc.