Cangene announces expiration of the Hart-Scott-Rodino waiting period for acquisition by Emergent BioSolutions Inc.
Readers are referred to the cautionary note regarding Forward-looking Information at the end of this release. Unless noted otherwise, all dollar amounts are in U.S. dollars.
WINNIPEG, Jan. 28, 2014 /CNW/ - Cangene Corporation ("Cangene") (TSX: CNJ) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with Emergent BioSolutions Inc.'s ("Emergent") (NYSE: EBS) proposed acquisition of Cangene, has expired. The expiration of the waiting period for antitrust review of the proposed acquisition satisfies one of the conditions to the closing of the acquisition.
As announced on December 11, 2013, Emergent and Cangene have entered into a definitive agreement under which Emergent will acquire all of the outstanding common shares of Cangene in an all-cash transaction valued at US$3.24 per share (C$3.44 per share) on a fully diluted basis for an aggregate purchase price of US$222 million (approximately C$236 million1).
Completion of the acquisition is subject to approval of at least 66 and 2/3% of the votes cast in person or by proxy by Cangene common shareholders at a special meeting of Cangene's common shareholders scheduled for February 12, 2014, approval by the Ontario Superior Court of Justice at a hearing scheduled for February 18, 2014, and other customary closing conditions. The transaction is expected to close before the end of the first calendar quarter of 2014.
About Cangene Corporation
Cangene Corporation (TSX: CNJ), headquartered in Winnipeg, Canada, is one of the nation's oldest and largest biopharmaceutical companies. It is focused on the development and commercialization of specialty therapeutics. Cangene's products are sold worldwide and include products that have been accepted into the U.S. Strategic National Stockpile. Cangene has offices in three locations across North America. It operates manufacturing facilities in Winnipeg, Manitoba and Baltimore, Maryland (through its wholly-owned subsidiary, Cangene bioPharma, Inc.) where it produces its own products and undertakes contract manufacturing for a number of customers. Cangene also operates a plasma-collection facility in Winnipeg, Manitoba under the name Cangene Plasma Resources. Its U.S. sales and marketing office is located in Philadelphia, Pennsylvania. For more information about Cangene, visit the Company's website at www.Cangene.com.
Cautionary Note regarding Forward-Looking Information
This document contains forward-looking statements about the Corporation, including its business operations, strategy, and expected financial performance and condition. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects", "anticipates", "intends", "plans", "will", "believes", "estimates", or negative versions thereof, and similar expressions. In addition, any statement that may be made concerning future financial performance (including revenues, earnings or growth rates), ongoing business strategies or prospects, future use, safety and efficacy of unapproved products or unapproved uses of products, and possible future action by the Corporation are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to, among other things, risks, uncertainties and assumptions about the Corporation, economic factors and the biopharmaceutical industry generally. They are not guarantees of future performance. Actual events and results could differ materially from those expressed or implied by forward-looking statements made by the Corporation due to, but not limited to, important factors such as sales levels; fluctuations in operating results; the Corporation's reliance on a small number of customers including government organizations; the demand for new products and the impact of competitive products, service and pricing; the availability and cost of raw materials, and in particular, the cost, availability and antibody concentration in plasma; progress and cost of clinical trials; costs and possible development delays resulting from use of legal, regulatory or legislative strategies by the Company's competitors; uncertainty related to intellectual property protection and potential costs associated with its defence as well as general economic, political and market factors in North America and internationally; interest and foreign exchange rates; business competition; technological change; changes in government action, policies or regulations; decisions by Health Canada, the United States Food and Drug Administration and other regulatory authorities regarding whether and when to approve drug applications that have been or may be filed, as well as their decisions regarding labeling and other matters that could affect the availability or commercial potential of drug candidates; unexpected judicial or regulatory proceedings; catastrophic events; the Corporation's ability to complete strategic transactions; and other factors beyond the control of management.
The reader is cautioned that the foregoing list of important factors is not exhaustive and there may be other factors listed in other filings with securities regulators, including factors set out under "Risk and Uncertainties" in the Corporation's Management Discussion and Analysis, which, along with other filings, is available for review at www.sedar.com. The reader is also cautioned to consider these and other factors carefully and not to place undue reliance on forward-looking statements. Other than as specifically required by applicable law, the Corporation has no intention to update any forward-looking statements, whether as a result of new information, future events or otherwise.
1 Based on exchange rate of US$0.942 to C$1.00 as of market close December 10, 2013.
SOURCE Cangene CorporationFor further information:
Chief Financial Officer
Ph: (204) 275-4267
Andrew Cole/Delia Cannan/Alexandra LaManna
Sard Verbinnen and Co
Ph: (212) 687-8080