Santarus, Inc. (NASDAQ:SNTS) today announced that on December
20, 2013 it filed an amendment (the “Amendment”) to its
Solicitation/Recommendation Statement on Schedule 14D-9 (the
“Schedule 14D-9”), originally filed with the Securities and
Exchange Commission (the “SEC”) on December 3, 2013. The Schedule
14D-9 relates to the tender offer by Willow Acquisition Sub
Corporation, a Delaware corporation (“Purchaser”) and an indirect
wholly owned subsidiary of Salix Pharmaceuticals, Ltd., a Delaware
corporation (“Salix”), to purchase any and all of the issued and
outstanding shares of Santarus’ common stock, par value $0.0001 per
share, including the associated rights to purchase shares of Series
A Junior Participating Preferred Stock, par value $0.0001 per share
(collectively, the “Shares”), at a purchase price of $32.00 per
Share, net to the seller thereof in cash, without interest, upon
the terms and subject to the conditions set forth in the Offer to
Purchase, dated December 3, 2013 (as amended or supplemented from
time to time, the “Offer to Purchase”), and in the related Letter
of Transmittal (which, together with the Offer to Purchase, as each
may be amended or supplemented from time to time, constitute the
“Offer”). The Offer is described in a Tender Offer Statement on
Schedule TO (as amended or supplemented from time to time, the
“Schedule TO”), filed by Salix, Salix Pharmaceuticals, Inc., a
wholly owned subsidiary of Salix, and Purchaser with the SEC on
December 3, 2013. The Offer to Purchase and Letter of Transmittal
are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the
Schedule TO.
The Amendment provides additional disclosure about the Offer and
Santarus, including, among other things, additional information
regarding the financial analysis performed by Santarus’ financial
advisor in connection with the Offer. The terms and conditions of
the Offer remain the same, as set forth in the tender offer
materials previously disseminated by Santarus, Salix and Purchaser.
All of the tender offer materials, including the Amendment, are
accessible to stockholders free of charge as set forth below.
Additional Information About the Tender Offer and Where to
Find It
Under the terms of a definitive merger agreement, following
completion of the Offer, Salix will acquire all remaining shares of
Santarus common stock not tendered in the offer through a second
step merger at the same price per share paid in the Offer. This
press release is not an offer to buy nor a solicitation of an offer
to sell any securities of Santarus. The Offer is being made
pursuant to the Schedule TO filed with the SEC. In addition,
Santarus has filed the Schedule 14D-9 with the SEC with respect to
the Offer. Investors can obtain the Schedule TO, the Offer to
Purchase, the Schedule 14D-9 and related materials with respect to
the Offer and the merger, free of charge at the website of the SEC
at www.sec.gov, and from the information agent named in the tender
offer materials. Investors may also obtain, at no charge, any such
documents filed with or furnished to the SEC by Santarus on
Santarus’ website at www.santarus.com under “Investors – Financial
Information – SEC Filings”. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THESE DOCUMENTS, INCLUDING THE SCHEDULE 14D-9 AND
ALL AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO
THE OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND
IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO
WHETHER TO TENDER THEIR SHARES IN THE OFFER BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE
OFFER.
About Santarus
Santarus, Inc. is a specialty biopharmaceutical company focused
on acquiring, developing and commercializing proprietary products
that address the needs of patients treated by physician
specialists. The company’s current commercial efforts are focused
on five products. UCERIS® (budesonide) extended release tablets for
the induction of remission in patients with active, mild to
moderate ulcerative colitis and ZEGERID® (omeprazole/sodium
bicarbonate) for the treatment of certain upper gastrointestinal
disorders are promoted to gastroenterologists. GLUMETZA® (metformin
hydrochloride extended release tablets) and CYCLOSET®
(bromocriptine mesylate) tablets, which are indicated as adjuncts
to diet and exercise to improve glycemic control in adults with
type 2 diabetes, and FENOGLIDE® (fenofibrate) tablets, which is
indicated as an adjunct to diet to reduce high cholesterol, are
promoted to endocrinologists and other physicians who treat
patients with type 2 diabetes. Full prescribing and safety
information for Santarus’ products is available at www.santarus.com
or by contacting Santarus at 1-888-778-0887.
Santarus’ product development pipeline includes the
investigational drug RUCONEST® (recombinant human C1 esterase
inhibitor). A Biologics License Application for RUCONEST for the
treatment of acute angioedema attacks in patients with hereditary
angioedema is under review by the U.S. Food and Drug Administration
with a response expected in April 2014. Santarus is also developing
rifamycin SV MMX®, which is in Phase III clinical testing for
treatment of travelers’ diarrhea. In addition, the company is
conducting a Phase IIa clinical study with SAN-300, an
investigational monoclonal antibody, in patients with active
rheumatoid arthritis. More information about Santarus is available
at www.santarus.com.
Statements in this communication that are not a description of
historical facts are forward-looking statements. Santarus has
identified some of these forward-looking statements with words like
“believe,” “may,” “could,” “would,” “might,” “possible,” “will,”
“should,” “expect,” “intend,” “plan,” “anticipate,” or “continue,”
the negative of these words, other terms of similar meaning or the
use of future dates. Forward-looking statements in this
communication include without limitation statements regarding the
planned completion of the Offer and the merger. These statements
are subject to risks and uncertainties that could cause actual
results and events to differ materially from those anticipated,
including, but not limited to, risks and uncertainties related to:
uncertainties as to the timing of the Offer; uncertainties as to
the percentage of Santarus stockholders tendering their shares in
the Offer; the possibility that competing offers will be made; the
possibility that various closing conditions for the transaction may
not be satisfied or waived, including that a governmental entity
may prohibit, delay or refuse to grant approval for the
consummation of the transaction; the effects of disruption caused
by the transaction making it more difficult to maintain
relationships with employees, collaborators, vendors and other
business partners; the risk that stockholder litigation in
connection with the transaction may result in significant costs of
defense, indemnification and liability; and other risks detailed in
each of Salix’s and Santarus’ public periodic filings with the SEC,
as well as the tender offer documents filed by Salix and Purchaser,
and the Schedule 14D-9 filed by Santarus. Readers are cautioned not
to place undue reliance on the forward-looking statements included
in this communication, which speak only as of the date hereof.
Neither Santarus nor Salix undertakes to update any of these
statements in light of new information or future events, except as
required by law.
Santarus®, FENOGLIDE®, UCERIS® and ZEGERID® are
registered trademarks of Santarus, Inc. GLUMETZA® is a trademark of
Biovail Laboratories International S.r.l. licensed exclusively in
the United States to Depomed, Inc. CYCLOSET® is a trademark of
VeroScience LLC. MMX® is a trademark of Cosmo Technologies Limited.
RUCONEST® is a trademark of Pharming Group N.V.
COMPANY CONTACT:Santarus, Inc.Martha L. Hough,
858-314-5824VP Finance & Investor RelationsorDebra P. Crawford,
858-314-5708Chief Financial OfficerorINVESTOR
CONTACT:Westwicke Partners, LLCStefan Loren, Ph.D.,
858-356-5930sloren@westwicke.comorRobert Uhl,
858-356-5932robert.uhl@westwicke.com
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