On April 23, 2018, the Bankruptcy Court entered an order approving the Purchaser as
the stalking horse bidder for the assets identified in the Agreement, approving the Bid Protections, implementing certain bidding procedures, scheduling the deadline for qualified competing bidders to submit qualified bids as 4:00 p.m.
(Eastern Time) on June 21, 2018, scheduling the auction (if qualified bids are received) for 10:00 a.m. (Eastern Time) on June 26, 2018, setting the date for the sale hearing to approve the sale of substantially all of the Companys
assets for 10:00 a.m. (Eastern Time) on June 28, 2018, and approving certain other matters (the Bidding Procedures Order). The Bidding Procedures Order is attached hereto as Exhibit 99.1.
A copy of the press release announcing the entry by the Company into the Agreement and the extension of the bid deadline is attached hereto as Exhibit 99.2.
Cautionary Statements Regarding Trading in the Companys Securities
The Companys securityholders are cautioned that trading in the Companys securities during the pendency of the Chapter 11 process will be highly
speculative and will pose substantial risks. Trading prices for the Companys securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Companys Chapter 11 process. Accordingly, the Company
urges extreme caution with respect to existing and future investments in its securities.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form
8-K
and the exhibits hereto (collectively, this Current Report)
may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations,
estimates, forecasts, and projections as well as the current beliefs and assumptions of the Companys management. We often use words such as anticipate, estimate, expect, project,
intend, plan, believe, may, predict, will, would, could, should, target and similar expressions to identify forward-looking
statements. All statements contained in this Current Report that are not statements of historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Current Report should be
considered forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others, the potential adverse impact of the Chapter
11 filings on our liquidity or results of operations, changes in our ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to our operations, the outcome or timing of the Chapter 11 process,
the effect of the Chapter 11 filings or related proposed asset sale on our relationships with third parties, regulatory authorities and employees, proceedings that may be brought by third parties in connection with the Chapter 11 process and the
timing or amount of any distributions to the Companys
stakeholders. Many of such factors relate to events and circumstances that are beyond the Companys control. You should not place undue reliance on forward-looking statements. The Company
does not assume any obligation to update the information contained in this Current Report.
Additional Information regarding the Chapter 11 Case
Additional information about the Chapter 11 process and proposed asset sale, as well as other documents related to the restructuring and
reorganization proceedings, is available through the Companys claims agent Kurtzman Carson Consultants LLC at www.kccllc.net/orexigen. Information contained on, or that can be accessed through, such web site or the Bankruptcy Courts web
site is not part of this Current Report.