HSR Act Waiting Period Terminated for United Therapeutics’ Acquisition of SteadyMed Ltd.
July 20 2018 - 6:00AM
United Therapeutics Corporation (NASDAQ:UTHR) and SteadyMed Ltd.
(NASDAQ:STDY) announced today the termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the
“HSR Act”) relating to United Therapeutics’ previously announced
acquisition of SteadyMed.
As previously announced on April 30, 2018, United Therapeutics
and SteadyMed entered into a definitive merger agreement under
which United Therapeutics will acquire SteadyMed for $4.46 per
share in cash at closing and one contractual contingent value right
per share (subject to the Contingent Value Rights Agreement), which
will represent the right to receive $2.63 in cash upon the
achievement of a milestone related to the commercialization of
Trevyent®. The termination of the waiting period under the HSR Act
satisfies one of the conditions to closing of the acquisition,
which remains subject to other closing conditions, including the
approval of the acquisition by SteadyMed’s shareholders. A meeting
of SteadyMed’s shareholders to vote upon the acquisition will be
held on July 30, 2018. The Board of Directors of SteadyMed has
unanimously recommended that SteadyMed’s shareholders vote to
approve the acquisition.
The transaction is expected to close in the second half of 2018.
Under Israeli law, the closing may not occur until at least thirty
days have passed since the SteadyMed shareholders approve the
acquisition.
About United Therapeutics
United Therapeutics Corporation is a biotechnology company
focused on the development and commercialization of innovative
products to address the unmet medical needs of patients with
chronic and life-threatening conditions.
About SteadyMed Ltd.
SteadyMed Ltd. is a specialty pharmaceutical company focused on
the development of drug products to treat orphan and high value
diseases with unmet parenteral delivery needs. The company’s lead
drug product candidate is Trevyent, a development-stage drug-device
combination product that combines SteadyMed’s PatchPump technology
with treprostinil, a vasodilatory prostacyclin analogue to treat
PAH. SteadyMed has signed an exclusive license and supply agreement
with Cardiome Pharma Corp. for the commercialization of Trevyent in
Europe and the Middle East. In March 2018, Cardiome sublicensed its
rights to sell Trevyent in Canada to Cipher Pharmaceuticals.
SteadyMed has offices in San Ramon, California and Rehovot, Israel.
For additional information about SteadyMed please visit
www.steadymed.com.
Additional Information and Where to Find It
In connection with the proposed merger, SteadyMed has filed
relevant materials with the Securities and Exchange Commission (the
“SEC”), including a proxy statement on Schedule 14A. In connection
with the filing of this definitive proxy statement with the SEC,
SteadyMed has mailed the definitive proxy statement and a proxy
card to each shareholder entitled to vote at the special meeting
relating to the transaction. STEADYMED INVESTORS AND SHAREHOLDERS
ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE TRANSACTION THAT STEADYMED HAS FILED WITH THE SEC BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT STEADYMED AND THE
TRANSACTION. The definitive proxy statement, the preliminary proxy
statement and other relevant materials in connection with the
transaction, and any other documents filed by SteadyMed with the
SEC, may be obtained free of charge at the SEC’s website
(http://www.sec.gov) or at SteadyMed’s website
(http://ir.steadymed.com) or by writing to Marylyn Rigby, Investor
Relations, SteadyMed Ltd., c/o SteadyMed Therapeutics, Inc., 2603
Camino Ramon, Suite 350, San Ramon, California, 94583.
SteadyMed and its directors and executive officers are
participants in the solicitation of proxies from SteadyMed’s
shareholders with respect to the transaction. Information about
SteadyMed’s directors and executive officers and their ownership of
SteadyMed ordinary shares is set forth in the definitive proxy
statement. To the extent that holdings of SteadyMed’s securities
have changed since the amounts printed in SteadyMed’s definitive
proxy statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Information regarding the identity of the participants, and their
direct or indirect interests in the transaction, by security
holdings or otherwise, has been set forth in the definitive proxy
statement and other materials filed with SEC in connection with the
transaction.
Forward-looking Statements
Statements included in this press release that are not
historical in nature are “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements related to the timing of
the consummation of the business combination transaction between
United Therapeutics and SteadyMed. Forward-looking statements are
based on United Therapeutics or SteadyMed management’s beliefs, as
well as assumptions made by, and information currently available
to, them. Because such statements are based on expectations as to
future events and results and are not statements of fact, actual
events and results may differ materially from those projected
depending on a number of factors affecting the transaction and
SteadyMed’s business. United Therapeutics and SteadyMed are
providing this information as of July 20, 2018 and undertake no
obligation to update or revise the information contained in this
press release whether as a result of new information, future events
or any other reason. The risks and uncertainties which
forward-looking statements are subject to include, but are not
limited to: the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect SteadyMed’s
business and the price of the ordinary shares of SteadyMed; the
failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the merger agreement by the
shareholders of SteadyMed; the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement; the effect of the announcement or pendency
of the transaction on SteadyMed’s business relationships, operating
results, and business generally; risks that the proposed
transaction disrupts current plans and operations of SteadyMed or
United Therapeutics and potential difficulties in SteadyMed
employee retention as a result of the transaction; risks related to
diverting management’s attention from SteadyMed’s ongoing business
operations; the outcome of any legal proceedings that may be
instituted against SteadyMed related to the merger agreement or the
transaction; the ability of United Therapeutics to successfully
integrate SteadyMed’s operations, product lines, and technology;
future clinical results; the timing or outcome of FDA approvals or
actions, if any; and other risks and uncertainties, such as those
described in periodic and other reports filed by United
Therapeutics and SteadyMed with the Securities and Exchange
Commission, including their respective most recent Annual Reports
on Form 10-K and Current Reports on Form 8-K.
TREVYENT and PATCHPUMP are registered trademarks of SteadyMed
Ltd.
Contacts
United Therapeutics:
James EdgemondPhone: (301) 608-9292Email:
jedgemond@unither.com
SteadyMed:
Marilyn RigbySenior Director, Investor Relations and
Marketing925-272-4999E-mail: mrigby@steadymed.com
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