This filing relates solely to preliminary
communications made before the commencement of a tender offer by
Atlas Merger Sub, Inc., a Delaware corporation
(“Purchaser”) and a wholly owned subsidiary of
Halozyme Therapeutics, Inc., a Delaware corporation
(“Halozyme”), to acquire all of the outstanding
shares of common stock of Antares Pharma, Inc., a Delaware
corporation (the “Company”), to be commenced pursuant
to an Agreement and Plan of Merger, dated as of April 12,
2022, by and among the Company, Halozyme and Purchaser.
Forward-Looking Statements
This communication contains “forward-looking
statements”. All statements, other than statements of historical
fact, included herein, including without limitation those regarding
our future product development and regulatory events and goals,
product collaborations, our business intentions and financial
estimates and anticipated results, are, or may be deemed to be,
forward-looking statements. Words such as “expect,” “anticipate,”
“intend,” “plan,” “believe,” “seek,” “estimate,” “think,” “may,”
“could,” “will,” “would,” “should,” “continue,” “potential,”
“likely,” “opportunity,” “project” and similar expressions or
variations of such words are intended to identify forward-looking
statements, but are not the exclusive means of identifying
forward-looking statements in this communication. Although
Halozyme’s and the Company’s management each believes that the
expectations reflected in such forward-looking statements are
reasonable, investors are cautioned that forward-looking
information and statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of Halozyme and the Company, that could cause
actual results and developments to differ materially from those
expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include
among other things, risks related to Halozyme’s and the Company’s
ability to complete the proposed acquisition on the proposed terms
or on the proposed timeline, including the receipt of required
regulatory approvals, the possibility that competing offers will be
made, other risks associated with executing proposed acquisition,
such as the risk that the businesses will not be integrated
successfully, that such integration may be more difficult,
time-consuming or costly than expected or that the expected
benefits of the proposed acquisition will not be realized, risks
related to future opportunities and plans for the combined company,
including uncertainty of the expected financial performance and
results of the combined company following completion of the
proposed acquisition, disruption from the proposed acquisition
making it more difficult to conduct business as usual or to
maintain relationships with customers, employees, manufacturers or
suppliers, and the possibility that, if the combined company does
not achieve the perceived benefits of the proposed acquisition as
rapidly or to the extent anticipated by financial analysts or
investors, the market price of Halozyme’s shares could decline, as
well as other risks related Halozyme’s and the Company’s respective
businesses, including the ability to grow sales and revenues from
existing products and to develop, commercialize or market new
products, competition, including potential generic competition, the
uncertainties inherent in research and development, including
future clinical data and analysis, regulatory obligations and
oversight by regulatory authorities, such as the U.S. Food and Drug
Administration, including decisions of such authorities regarding
whether and when to approve any drug, device or biological
application that may be filed for any product candidates as well as
decisions regarding labelling and other matters that could affect
the availability or commercial potential of any product candidates,
the absence of a guarantee that any product candidates, if
approved, will be commercially successful, Halozyme’s ability to
execute its share repurchase program according to plan, Halozyme’s
ability to benefit from external growth opportunities, to complete
related transactions and/or obtain regulatory clearances, risks
associated with Halozyme’s and the Company’s intellectual property
and any related pending or future litigation and the ultimate
outcome of such litigation, trends in exchange rates and prevailing
interest rates, volatile economic and market conditions, cost
containment initiatives and subsequent changes thereto, and the
impact that COVID-19 will
have on Halozyme and on the Company and their respective customers,
suppliers, vendors, and other business partners, and the financial
condition of any one of them, as well as on Halozyme’s and the
Company’s employees and on the global economy as a whole. Any
material effect of COVID-19
on any of the foregoing could also adversely impact Halozyme and
the Company. This situation is changing rapidly and additional
impacts may arise of which Halozyme and the Company are not
currently aware and may exacerbate other previously identified
risks. While the list of factors presented here is representative,
no list should be considered a statement of all potential risks,
uncertainties or assumptions that could have a material adverse
effect on Halozyme’s consolidated financial condition or results of
operations. The foregoing factors should be read in conjunction
with the risks and cautionary statements discussed or identified in
the public filings with the U.S. Securities and Exchange Commission
(the “SEC”) made by Halozyme, including those listed
under “Risk Factors” and “Cautionary Statement Regarding
Forward-Looking Statements” in Halozyme’s annual report on Form
10-K for the year ended
December 31, 2021 and the Company’s annual report on Form
10-K for the year ended
December 31, 2021. The forward-looking statements speak only
as of the date hereof and, other than as required by applicable
law, Halozyme and the Company do not undertake any obligation to
update or revise any forward-looking information or statements.
Investors are urged not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
communication.