VICTORIA, Jan. 3 /CNW/ - Aspreva Pharmaceuticals Corporation (NASDAQ:
ASPV; TSX: ASV) today announced the completion of the plan of arrangement with
Galenica Group (SWX: GALN), pursuant to which Galenica, through a wholly-owned
Canadian subsidiary, acquired all outstanding shares of Aspreva for US$26.00
per share in cash.
With the completion of the plan of arrangement, Aspreva will delist its
shares from the NASDAQ on January 3, 2008 and the Toronto Stock Exchange on
January 7, 2008.
Further details regarding the terms of the transaction are set out in
Aspreva's management information circular dated November 15, 2007, which was
filed by Aspreva on the Canadian SEDAR website at www.sedar.com and on the
United States Securities and Exchange Commission's website at www.sec.gov.
Financial and Legal Advisors
Lazard Frères & Co. LLP and Lehman Brothers Inc. have acted as financial
advisors to Aspreva with respect to the plan of arrangement. Aspreva's legal
advisors are Farris, Vaughan, Wills & Murphy LLP, McCarthy Tétrault LLP and
Cooley Godward Kronish LLP.
UBS Investment Bank acted as financial advisor to Galenica for the plan
of arrangement. Merrill Lynch International provided Galenica a second opinion
about the transaction. Galenica's legal advisors are Kellerhals Hess; Blake,
Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP.
Galenica is a diversified group active throughout the healthcare market
which, among other things, develops, manufactures and markets pharmaceutical
products, runs pharmacies, provides logistical services and access to
databases and sets up networks. The Galenica Group enjoys a leading position
in all its areas of activity - pharmaceutical manufacturing, pre-wholesaling,
distribution, healthcare information and retailing. A large part of Galenica's
income is generated by international operations. For more information please
Aspreva is a global pharmaceutical company focused on identifying,
developing, and, upon approval, commercializing evidence-based medicines for
patients living with less common diseases. Aspreva common stock is traded on
the NASDAQ Global Select Market under the trading symbol ASPV and on the
Toronto Stock Exchange under the trading symbol ASV. Learn more about the
company at www.aspreva.com
This news release contains forward-looking statements within the meaning
of the United States Private Securities Litigation Reform Act of 1995 and
forward-looking information within the meaning of applicable securities laws
in Canada (collectively, "forward-looking statements"). The words
"anticipates", "believes", "budgets", "could", "estimates", "expects",
"forecasts", "intends", "may", "might", "plans", "projects", "schedule",
"should", "will", "would" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements
contain these identifying words. Forward-looking statements in this news
release include, but are not limited to, statements about the delisting of
Aspreva's shares from the NASDAQ and TSX.
With respect to the forward-looking statements contained in this news
release, Aspreva has made numerous assumptions regarding, among other things:
Aspreva's ability to protect its intellectual property rights and to not
infringe on the intellectual property rights of others; and Aspreva's ability
to comply with applicable governmental regulations and standards. Readers are
cautioned that the plans, intentions or expectations disclosed in any
forward-looking statements and underlying assumptions may not be achieved and
that they should not place undue reliance on any forward-looking statement.
Actual results or events could differ materially from the plans, intentions,
expectations, and assumptions expressed or implied in any forward-looking
statements as a result of numerous risks, uncertainties and other factors,
including those relating to: the possibility of Aspreva not being able to
de-list from the NASDAQ or TSX on a timely basis.
For a more thorough discussion of the risks associated with Aspreva's
business, see the "Risk Factors" section in Aspreva's Quarterly Report on Form
10-Q for the quarter ended September 30, 2007, filed with the U.S. Securities
and Exchange Commission at www.sec.gov and with securities regulatory
authorities in Canada at www.sedar.com. Although we have attempted to identify
important risks, uncertainties and other factors that could cause actual
results or events to differ materially from those expressed or implied in the
forward-looking statements, there may be other factors that cause actual
results or events to differ from those expressed or implied in the
forward-looking statements. All forward-looking statements are qualified in
their entirety by this cautionary statement and Aspreva undertakes no
obligation to revise or update any forward-looking statements as a result of
new information, future events or otherwise after the date hereof.
For further information:
For further information: Sage J. Baker, Vice President, IR & Corporate
Communications, Aspreva Pharmaceuticals, (250) 708-4270, firstname.lastname@example.org