Fresenius Kabi Pharmaceuticals Holding, Inc. Files Form 10-K for APP Pharmaceuticals, Inc. (APP)
February 23 2011 - 1:01AM
Business Wire
Fresenius Kabi Pharmaceuticals Holding, Inc., (NASDAQ: APCVZ)
today filed its Form 10-K for APP which provides an update on the
Contingent Value Rights (CVRs) granted to APP stockholders in
September 2008 in conjunction with Fresenius Kabi Pharmaceuticals
Holding’s acquisition of APP.
Pursuant to the agreement governing the CVRs, the right to
receive a payment with respect to the CVRs was contingent upon APP
achieving consolidated cumulative Adjusted EBITDA in excess of
$1.268 billion for the measurement period (three years ending
December 31, 2010). The consolidated Adjusted EBITDA for the
measurement period was $1.126 billion. Since the cumulative
Adjusted EBITDA did not exceed the required threshold, CVR holders
will not receive any payments on the CVRs and the CVRs will expire
without value.
The company will give formal notice to the NASDAQ Capital Market
of its intention to deregister under the Securities Exchange Act of
1934 (the “Exchange Act”) and delist the CVRs from the NASDAQ. The
Company will also terminate its obligation to file periodic
reports, such as a Form 10-K, Form 10-Q or Form 8-K, under the
Exchange Act. It is expected that the CVRs will cease trading on
NASDAQ on March 4, 2011. The delisting is expected to be made
effective by the NASDAQ prior to the end of the first quarter
2011.
About APP Pharmaceuticals, Inc.
APP Pharmaceuticals, Inc. is a fully-integrated pharmaceutical
company that develops, manufactures and markets injectable
pharmaceutical products with a primary focus on the oncology,
anti-infective, anesthetic/analgesic and critical care markets. The
company offers one of the most comprehensive product portfolios
used in hospitals, long-term care facilities, alternate care sites
and clinics within North America and manufactures a comprehensive
range of dosage formulations. Fresenius Kabi Pharmaceuticals
Holding, Inc., a wholly owned subsidiary of Fresenius Kabi AG,
acquired APP Pharmaceuticals, Inc. on September 10, 2008. For more
information about APP Pharmaceuticals, Inc., please visit the
company’s Web site at www.APPpharma.com.
About Fresenius Kabi AG
Fresenius Kabi AG is the leader in infusion therapy and clinical
nutrition in Europe and in its most important countries of Latin
America and Asia Pacific. Fresenius Kabi’s core product range
includes infusion solutions, blood volume substitutes, I.V. drugs
and parenteral nutrition, as well as products for enteral
nutrition. Furthermore, the company provides concepts for
ambulatory health care and is focused on managing and providing
home therapies. With the philosophy “caring for life” and a
comprehensive product portfolio, the company aims at improving the
quality of life of critically and chronically ill patients all over
the world. In 2009, Fresenius Kabi achieved sales of EUR 3,086
million and an operating profit of EUR 607 million. For more
information visit the company’s Web site at www.fresenius-kabi.com.
Fresenius Kabi AG is a 100% subsidiary of Fresenius SE & Co.
KGaA.
Forward-Looking Statements
The statements contained in this news release that are not
purely historical are forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements in this news release include statements
regarding our expectations, beliefs, hopes, goals, intentions,
initiatives or strategies, including statements regarding the
demand, supply and distribution of our products. Because these
forward-looking statements involve risks and uncertainties, there
are important factors that could cause actual results to differ
materially from those in the forward-looking statements. Additional
relevant information concerning risks are discussed under the
headings “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in the Fresenius
Kabi Pharmaceuticals Holding, Inc. 10-K for the fiscal year ending
December 31, 2010 and other documents the company has filed with
the Securities and Exchange Commission.
The information contained in this news release is as of the date
of this release. Fresenius Kabi Pharmaceuticals Holding, Inc. does
not assume any obligation to update or revise these forward-looking
statements to conform the statement to actual results, new
information, developments or changes in the Company’s
expectations.
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