Ardea Biosciences Announces Expiration of HSR Waiting Period in Connection With Proposed Merger
June 05 2012 - 8:30AM
Marketwired
Ardea Biosciences, Inc. (NASDAQ: RDEA) ("Ardea"), a biotechnology
company focused on the development of small-molecule therapeutics
for the treatment of serious diseases, today announced the
expiration of the waiting period under the Hart-Scott Rodino
Antitrust Improvements Act of 1976, as amended ("HSR"), with
respect to the previously announced merger of Ardea and a wholly
owned subsidiary of AstraZeneca PLC. The HSR waiting period expired
at 11:59 p.m. Eastern Time on June 4, 2012.
Expiration of the HSR waiting period is a condition to the
completion of the merger. The completion of the merger remains
subject to other customary conditions, including the receipt of
approval of the stockholders of Ardea. Ardea expects to complete
the merger in the second quarter of calendar year 2012.
About Ardea
Ardea is a biotechnology company based in San Diego, California,
focused on the development of small-molecule therapeutics for the
treatment of serious diseases. Ardea's most advanced clinical-stage
product candidates include lesinurad, formerly known as RDEA594, a
selective, oral URAT1 transporter inhibitor for the chronic
management of hyperuricemia in patients with gout, and BAY 86-9766,
formerly known as RDEA119, a specific inhibitor of
mitogen-activated ERK kinase (MEK) for the treatment of cancer,
which is being developed under a global license agreement with
Bayer HealthCare AG. For more information, please visit:
www.ardeabio.com
Forward-Looking Statements
Statements contained in this communication regarding matters
that are not historical facts are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Because such statements are subject to risks and
uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. Such
statements include, but are not limited to, statements regarding
the timing and anticipated completion of the proposed merger and
other statements that are not purely statements of historical fact.
These forward-looking statements are made on the basis of the
current beliefs, expectations and assumptions of the management of
Ardea and are subject to significant risks and uncertainty.
Investors are cautioned not to place undue reliance on any such
forward-looking statements. Risks that contribute to the uncertain
nature of the forward-looking statements include potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed merger, unexpected
costs, charges or expenses resulting from the proposed merger,
litigation or adverse judgments relating to the proposed merger,
risks relating to the consummation of the contemplated merger,
including the risk that the required stockholder approval might not
be obtained in a timely manner or at all or that other closing
conditions will not be satisfied, and any changes in general
economic and/or industry-specific conditions, risks related to the
outcome of preclinical and clinical studies, risks related to
regulatory approvals, delays in commencement of preclinical and
clinical studies, costs associated with Ardea's drug discovery and
development programs, and risks related to the outcome of Ardea's
business development activities, including collaboration or license
agreements. Certain of these and other risks and uncertainties are
described more fully in Ardea's most recently filed Securities and
Exchange Commission ("SEC") documents, including Ardea's Annual
Report on Form 10-K and Ardea's Quarterly Reports on Form 10-Q,
under the headings "Risk Factors." All forward-looking statements
contained in this communication speak only as of the date on which
they were made. Ardea undertakes no obligation to update such
statements to reflect events that occur or circumstances that exist
after the date on which they were made.
Additional Information and Where to Find
It
In connection with the proposed merger described in this
communication (the "Merger"), a proxy statement of Ardea and other
materials have been filed with the SEC. COMPANY INVESTORS ARE URGED
TO READ THE PROXY STATEMENT AND OTHER MATERIALS CAREFULLY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT ARDEA AND THE PROPOSED
MERGER. Investors may obtain copies of the proxy statement and
other relevant documents filed with the SEC for free from the SEC's
website at http://www.sec.gov or from Ardea's website at
http://www.ardeabio.com. Stockholders may also obtain copies of the
proxy statement and other documents related to the Merger for free
by written request to Ardea Biosciences, Inc., c/o Corporate
Secretary, 4939 Directors Place, San Diego, California 92121.
Participants in Solicitation
Ardea and its directors, executive officers and other members of
its management and employees may be deemed to be participants in
the solicitation of proxies from its stockholders in connection
with the proposed Merger. Information about the executive officers
and directors of Ardea and their ownership of Ardea's common stock
is set forth in the proxy statement for Ardea's 2012 Annual Meeting
of Stockholders filed with the SEC on April 10, 2012. Certain
directors and executive officers of Ardea may have direct or
indirect interests in the Merger due to securities holdings,
pre-existing or future indemnification arrangements, vesting of
options or other securities or rights to severance payments if
their employment is terminated following the Merger. Additional
information regarding Ardea and the interests of its executive
officers and directors in the Merger is contained in the proxy
statement regarding the Merger that has been filed by Ardea with
the SEC.
Contact: John Beck Ardea Biosciences, Inc. (858) 652-6523
jbeck@ardeabio.com
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