Repros Therapeutics Inc.® Receives Feedback Following an Oral Explanation with the European Medicines Agency
December 15 2017 - 4:00PM
Repros Therapeutics Inc. (NASDAQ:RPRX) (“Repros” or the “Company”)
today announced that following an Oral Explanation, it has received
feedback that a negative opinion is likely to be received in
January 2018 from the CHMP (Committee for Medicinal Products for
Human Use), a committee of the European Medicines Agency (EMA), for
the centralized marketing authorization application (MAA) for
enclomiphene for the treatment of secondary hypogonadism previously
submitted to the EMA by the Company’s U.K. subsidiary, Renable
Pharma Limited.
About Repros Therapeutics
Repros Therapeutics focuses on the development of
small molecule drugs for major unmet medical needs that treat male
and female reproductive disorders.
Notice to Investors
A tender offer by Allergan plc (“Allergan”) for the outstanding
shares of common stock of Repros has been previously announced but
has not yet commenced. The description contained in this
communication 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 the Company’s common stock will be made pursuant to
an offer to purchase and related materials that Allergan and its
wholly owned subsidiary, Allergan Sales, LLC (“Parent”) and
Celestial Merger Sub, Inc., a wholly owned subsidiary of Parent
(“Purchaser”) intend to file with the Securities and Exchange
Commission. At the time the offer is commenced, Parent and
Purchaser will file a tender offer statement on Schedule TO with
the Securities and Exchange Commission, and thereafter the Company
will file a solicitation/recommendation statement on Schedule 14D-9
with respect to the offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement will
contain important information that should be read carefully and
considered before any decision is made with respect to the tender
offer. These materials will be sent free of charge to all
stockholders of the Company when available. Additionally, the
Company, Parent and Purchaser will file other relevant materials in
connection with the proposed acquisition of the Company by Parent
pursuant to the terms of the Merger Agreement. All of the tender
offer materials (and all other materials filed by the Company with
the Securities and Exchange Commission) will be available at no
charge from the Securities and Exchange Commission through its
website at www.sec.gov. Free copies of the offer to purchase, the
related letter of transmittal and certain other offering documents
will be made available by Allergan and when available may be
obtained by directing a request to Allergan’s Investor Relations
Department at (862) 261-7488. Investors and security holders may
also obtain free copies of the documents filed with the Securities
and Exchange Commission by the Company by contacting the Company at
(281) 719-3400.
INVESTORS AND STOCKHOLDERS OF REPROS ARE ADVISED TO READ
THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION 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.
Repros Cautionary Statement Regarding
Forward-Looking Statements
All of the statements in this communication, other than
historical facts, are forward-looking statements, including,
without limitation, the statements made concerning the pending
acquisition of the Company by Parent and Purchaser. As a general
matter, forward-looking statements are those focused upon
anticipated events or trends, expectations, and beliefs relating to
matters that are not historical in nature. Such forward-looking
statements are subject to uncertainties and factors relating to the
Company’s operations and business environment, all of which are
difficult to predict and many of which are beyond the control of
the Company. Among others, the following factors could cause actual
results to differ materially from those set forth in the
forward-looking statements: (i) the risk that the EMA may not
ultimately provide a negative opinion, on the expected timeline or
at all; (ii) uncertainties as to how many Company stockholders will
tender their shares of the Company’s common stock in the tender
offer; (iii) the possibility that competing offers will be made;
(iv) the possibility that various closing conditions for the
transaction may not be satisfied or waived; (v) the risk that the
Merger Agreement may be terminated in circumstances requiring the
Company to pay Parent a termination fee; (vi) risks related to
obtaining the requisite consents to the transaction, including,
without limitation, the timing (including possible delays) and
receipt of regulatory approvals from various governmental entities
(including any conditions, limitations or restrictions placed on
these approvals and the risk that one or more governmental entities
may deny approval); (vii) the possibility that the transaction may
not be timely completed, if at all; and (viii) that, prior to the
completion of the transaction, if at all, the Company’s business
may experience significant disruptions due to transaction-related
uncertainty. Other factors that could cause actual results to
differ materially include those set forth in the Company’s SEC
reports, including, without limitation, the risks described in the
Company’s Annual Report on Form 10-K for its fiscal year ended
December 31, 2016 and Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2017. The Company assumes no obligation
and does not intend to update these forward-looking statements,
except as expressly required by law.
Contact:
Investor RelationsJoe
Schepersjschepers@reprosrx.com770-558-5517
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