Cardiome Pharma Corp. Announces Tender Offer To Purchase Up To US$27.5 Million Of Its Common Shares



    
    NASDAQ:   CRME   TSX: COM
    

    VANCOUVER, Aug. 25 /CNW/ - Cardiome Pharma Corp. (NASDAQ:   CRME / TSX:
COM) ("Cardiome" or the "Company") announced today that its Board of Directors
has authorized management to proceed with a tender offer to purchase for
cancellation up to 6,470,588 of its common shares for an aggregate purchase
price of up to US$27.5 million. The offer will be conducted as a modified
"Dutch auction", which will enable shareholders to select a price between
US$4.25 per share and US$5.10 per share at which they are willing to tender
their common shares to the offer. The purchase price will be the lowest price
per share between US$4.25 and US$5.10 that enables Cardiome to purchase
US$27.5 million of common shares. All common shares purchased under the offer
will be purchased at the same price. Cardiome's directors and officers will
not tender any of their common shares to the offer.
    "The share buyback reflects our continuing commitment to returning value
to shareholders and is an attractive use of capital given the recent trading
price range of our common shares," said Doug Janzen, Chief Executive Officer
and President of Cardiome. "We believe that the offer strikes the right
balance between returning value to shareholders and retaining sufficient cash
to pursue our current initiatives."
    Oppenheimer & Co. and Canaccord Capital Corporation (the "Dealer
Managers") will serve as dealer managers for the tender offer in the United
States and Canada, respectively, and Computershare Investor Services, Inc.
(the "Depository") will act as depository.

    Details of the Tender Offer

    An offer to purchase and issuer bid circular (the "Offer to Purchase and
Circular") containing full details of the tender offer and the procedures for
tendering is expected to be mailed to shareholders on or about August 31,
2009. The offer will expire at 5:00 pm (Eastern Time) on or about October 5,
2009, unless extended or withdrawn. The offer is not conditional upon a
minimum number of common shares being tendered to the offer, but it is subject
to certain other conditions that are specified in the Offer to Purchase and
Circular.
    As noted above, the modified "Dutch auction" procedures permit
shareholders to select a price between US$4.25 per share and US$5.10 per share
at which they are willing to sell their common shares to the Company. The
purchase price, which will be the lowest price per share between US$4.25 and
US$5.10 that enables Cardiome to purchase US$27.5 million of common shares,
will be calculated immediately after the offer expires. All common shares
purchased under the offer will be purchased at the same price, even if they
were tendered at a price per share which is less than the purchase price. The
Company will not purchase any common shares that are tendered to the offer at
a price per share which is greater than the purchase price. If the number of
common shares tendered to the offer at or below the purchase Price would
result in an aggregate purchase price of more than US$27.5 million, the common
shares tendered to the offer will be subject to pro-ration as described in the
Offer to Purchase and Circular.
    If the offer is fully subscribed at a purchase price of US$4.25 per
share, Cardiome will purchase 6,470,588 common shares under the offer
(representing approximately 10.1% of the issued and outstanding common shares
as of the date hereof). If the offer is fully subscribed at a purchase price
of US$5.10 per share, Cardiome will purchase 5,392,157 common shares under the
offer (representing approximately 8.4% of the issued and outstanding common
shares as of the date hereof).
    Neither Cardiome nor any of its directors or officers, and neither of the
Dealer Managers nor the Depository, makes any recommendation to any
shareholder as to whether to tender or refrain from tendering common shares to
the offer. Shareholders must make their own decision as to whether to tender
common shares to the offer and, if so, how many common shares to tender to the
offer. Shareholders are strongly encouraged to read the Offer to Purchase and
Circular and to seek advice from their financial and tax advisors prior to
making any decision with respect to the offer.

    Press release is for informational purposes only

    This press release is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell Cardiome's
common shares. The solicitation and the offer to buy Cardiome's common shares
will be made only pursuant to the separate Offer to Purchase and Circular, and
related documents. Cardiome will file the Offer to Purchase and Circular and
related documents with the Canadian securities regulatory authorities and a
Tender Offer Statement on Schedule TO with the United States Securities and
Exchange Commission (the "SEC"). Shareholders should carefully read the Tender
Offer Statement, the Offer to Purchase and Circular, the related letter of
transmittal and other related documents prior to making any decision with
respect to the tender offer because they contain important information,
including the various terms and conditions of the offer. The Offer to Purchase
and Circular, the related letter of transmittal and certain other documents
will be delivered without charge to all holders of Cardiome's common shares.
    The Tender Offer Statement (including the Offer to Purchase and Circular,
the related letter of transmittal and all other offer documents filed by
Cardiome with the SEC) will be available without charge at the SEC website at
www.sec.gov or by calling the Corporate Secretary of Cardiome at (604)
676-6993. The Offer to Purchase and Circular, the related letter of
transmittal and all other offer documents that are required to be filed in
Canada will also be available without charge at www.sedar.com.

    About Cardiome Pharma Corp.

    Cardiome Pharma Corp. is a product-focused drug development company
dedicated to the advancement and commercialization of novel treatments for
disorders of the heart and circulatory system. Cardiome is traded on the
NASDAQ Global Market (CRME) and the Toronto Stock Exchange (COM). For more
information, please visit our web site at www.cardiome.com.

    Forward-Looking Statement Disclaimer

    Certain statements in this press release contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995 or forward-looking information under applicable Canadian securities
legislation that may not be based on historical fact, including without
limitation statements containing the words "believe", "may", "plan", "will",
"estimate", "continue", "anticipate", "intend", "expect" and similar
expressions. Such forward-looking statements or information involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, events or developments, or industry results, to be materially
different from any future results, events or developments expressed or implied
by such forward-looking statements or information. Such factors include, among
others, our stage of development, lack of product revenues, additional capital
requirements, risk associated with the completion of clinical trials and
obtaining regulatory approval to market our products, the ability to protect
our intellectual property, dependence on collaborative partners and the
prospects for negotiating additional corporate collaborations or licensing
arrangements and their timing. Specifically, certain risks and uncertainties
that could cause such actual events or results expressed or implied by such
forward-looking statements and information to differ materially from any
future events or results expressed or implied by such statements and
information include, but are not limited to, the risks and uncertainties that:
we, together with our collaborative partners, may not be able to successfully
develop and obtain regulatory approval for vernakalant (iv) or vernakalant
(oral) in the treatment of atrial fibrillation or any other current or future
products in our targeted indications; our future operating results are
uncertain and likely to fluctuate; we may not be able to raise additional
capital; we may not be successful in establishing additional corporate
collaborations or licensing arrangements; we may not be able to establish
marketing and sales capabilities and the costs of launching our products may
be greater than anticipated; we rely on third parties for the continued supply
and manufacture of vernakalant (iv) and vernakalant (oral) and we have no
experience in commercial manufacturing; we may face unknown risks related to
intellectual property matters; we face increased competition from
pharmaceutical and biotechnology companies; and other factors as described in
detail in our filings with the Securities and Exchange Commission available at
www.sec.gov and the Canadian securities regulatory authorities at
www.sedar.com. Given these risks and uncertainties, you are cautioned not to
place undue reliance on such forward-looking statements and information, which
are qualified in their entirety by this cautionary statement. All
forward-looking statements and information made herein are based on our
current expectations and we undertake no obligation to revise or update such
forward-looking statements and information to reflect subsequent events or
circumstances, except as required by law.





For further information:

For further information: Peter K. Hofman, Senior Director, Investor
Relations, (604) 676-6993 or Toll Free: 1-800-330-9928, Email:
phofman@cardiome.com


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