Apricus Biosciences Reminds Shareholders to Vote Before the Special Meeting on December 14, 2018
December 10 2018 - 7:00AM
Seeking Shareholder Approval for Proposed
Merger with Seelos Therapeutics, Inc.
Apricus Biosciences, Inc. (Nasdaq: APRI), a biopharmaceutical
company advancing innovative medicines in urology and rheumatology,
reminds shareholders to vote by proxy before the upcoming special
stockholders meeting on December 14, 2018. Apricus is holding
a special meeting of stockholders in order to obtain the
stockholder approvals required pursuant to the terms of the Merger
Agreement with Seelos Therapeutics, Inc. and the Securities
Purchase Agreement to finance the post-merger corporation or
necessary under Nevada law, in order to complete the merger, the
financing and related matters. The Apricus special meeting will be
held at 8:00 a.m., Pacific time, on December 14, 2018 at Latham
& Watkins LLP, located at 12670 High Bluff Drive, San Diego,
California 92130, unless postponed or adjourned to a later
date. If you have questions or need help voting your shares,
please call our proxy solicitation firm, Morrow Sodali LLC at
1-877-787-9239.
“We look forward to this important meeting with
our shareholders as we look to complete the proposed merger with
Seelos Therapeutics,” stated Richard W. Pascoe, Chief Executive
Officer. “We believe that this strategic combination with Seelos is
in the best interest of our shareholders, as it will provide an
opportunity to create value from a diversified pipeline of
late-stage clinical assets in areas of high unmet need, with the
goal of bringing innovative treatments to patients whose needs are
not met by currently approved therapies.”
About the Proposed Merger
Under the terms of the merger agreement, the
holders of Seelos’ outstanding capital stock immediately prior to
the merger will receive shares of common stock of Apricus upon
closing of the merger. On a pro forma and fully-diluted basis,
Seelos shareholders are expected to own approximately 85% of the
merged company and current Apricus shareholders are expected to own
approximately 15% of the merged company, subject to customary
adjustments of net cash upon closing.
Upon closing, current Apricus shareholders will
receive one Contingent Value Right (CVR) per share of Apricus
common stock owned. The CVR is comprised of the following
payments:
- CVR holders will be entitled to receive 90% of any cash
payments (or the fair market value of any non-cash payments)
exceeding $500,000 received, during a period of ten years from the
closing of the merger, based on the sale or out-licensing of the
Vitaros assets, including any milestone payments, less reasonable
transaction expenses, as fully described in the CVR Agreement that
will be entered into among Apricus, Seelos and the Rights
Agent.
In order to be eligible for the CVR, an Apricus
shareholder must be a holder of record at the close of business
immediately prior to the closing of the merger between Apricus and
Seelos.
The proposed merger has been unanimously
approved by the board of directors of each company and is expected
to close in 2018, subject to approval of the transaction by the
shareholders of both companies, and other customary closing
conditions.
Canaccord Genuity LLC is acting as exclusive
financial advisor and Latham & Watkins LLP is acting as legal
advisor to Apricus. Paul Hastings LLP is acting as legal advisor to
Seelos.
About Seelos Therapeutics,
Inc.
Seelos Therapeutics, Inc. is a clinical-stage
biopharmaceutical company focused on the development and
advancement of novel therapeutics to address unmet medical needs
for the benefit of patients with central nervous system disorders.
The Company’s robust portfolio includes several late-stage clinical
assets targeting psychiatric and movement disorders, including
orphan diseases. Seelos is based in New York. For more information,
please visit our website: www.SeelosTx.com, the content of which is
not incorporated herein by reference.
About Apricus Biosciences
Inc.
Apricus Biosciences, Inc. (APRI) is a
biopharmaceutical company seeking to advance innovative medicines
in urology and rheumatology. For more information, please
visit our website: www.apricusbio.com, the content of which is not
incorporated herein by reference.
Forward-looking Statements
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995 and other
Federal securities laws. For example, we are using forward-looking
statements when we discuss the structure, timing and completion of
the proposed merger; the combined company’s listing on Nasdaq after
closing of the proposed merger; the possibility that any
out-licensing of Vitaros assets will occur and that the conditions
to payment under the CVRs will be met; expectations regarding
ownership structure of the combined company; the future operations
of the combined company and its ability to successfully initiate
and complete clinical trials and achieve regulatory milestones and
related timing; the nature, strategy and focus of the combined
company; the development and commercial potential and potential
benefits of any product candidates of the combined company; and
that the product candidates have the potential to address critical
unmet needs of patients with serious diseases and conditions.
Apricus and Seelos may not actually achieve the plans, carry out
the intentions or meet the expectations or projections disclosed in
the forward-looking statements and you should not place undue
reliance on these forward-looking statements. Because such
statements deal with future events and are based on Apricus’
current expectations, they are subject to various risks and
uncertainties and actual results, performance or achievements of
Apricus could differ materially from those described in or implied
by the statements in this press release, including: the risk that
the conditions to the closing of the transaction are not satisfied,
including the failure to timely or at all obtain shareholder
approval for the transaction; uncertainties as to the timing of the
consummation of the transaction and the ability of each of Apricus
and Seelos to consummate the transaction; risks related to Apricus
ability to correctly manage its operating expenses and its expenses
associated with the transaction pending closing; risks related to
the market price of Apricus’ common stock relative to the exchange
ratio; unexpected costs, charges or expenses resulting from the
transaction; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed merger transaction; the uncertainties associated with the
clinical development and regulatory approval of product candidates
such as SLS-002, SLS-006, SLS-008, SLS-010 and SLS-012, including
potential delays in the commencement, enrollment and completion of
clinical trials; the potential that earlier clinical trials and
studies of Seelos’ product candidates may not be predictive of
future results; and the requirement for additional capital to
continue to advance these product candidates, which may not be
available on favorable terms or at all. The foregoing review of
important factors that could cause actual events to differ from
expectations should not be construed as exhaustive and should be
read in conjunction with statements that are included herein and
elsewhere, including the those risks discussed under the heading
“Risk Factors” in Apricus’ annual report on Form 10-K filed with
the Securities and Exchange Commission (“SEC”) on March 1, 2018,
and in any subsequent filings with the SEC. Except as otherwise
required by law, Apricus disclaims any intention or obligation to
update or revise any forward-looking statements, which speak only
as of the date hereof, whether as a result of new information,
future events or circumstances or otherwise.
CONTACT: |
Richard Pascoe |
|
rpascoe@apricusbio.com |
|
(858) 222-8041 |
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