CHADDS FORD, Pa., July 2 /PRNewswire-FirstCall/ -- Endo
Pharmaceuticals (Nasdaq: ENDP) today announced the successful
completion of the tender offer by its wholly owned subsidiary, HT
Acquisition Corp., for all of the outstanding shares of common
stock of HealthTronics, Inc. (Nasdaq: HTRN). American Stock
Transfer & Trust Company, the depositary for the tender offer,
has advised Endo that, as of 5:00
p.m., New York City time,
on July 1, 2010, the initial
expiration of the tender offer, approximately 42,416,138 shares
were validly tendered and not withdrawn in the tender offer,
representing approximately 93.3759% of HealthTronics' issued and
outstanding shares, of which approximately 4,699,604 shares were
tendered by notice of guaranteed delivery. In order for the
shares tendered by guaranteed delivery to be accepted for payment,
the underlying shares must be received by the depositary within
three trading days of the date on which the corresponding
guaranteed deliveries were executed. All validly tendered
shares have been accepted for payment and Endo will pay for all
such shares promptly.
Endo also announced today that it would make available a
subsequent offering period commencing immediately and expiring on
July 9, 2010 at 5:00 p.m. New York
City time for all HealthTronics shares not tendered into the
offer prior to the initial expiration date. During the subsequent
offering period, HT Acquisition Corp. will accept for payment and
promptly pay for HealthTronics shares as they are tendered.
Shareholders who tender shares during such period will receive the
same $4.85 per HealthTronics share in
cash as was paid to HealthTronics shareholders pursuant to the
tender offer. Procedures for tendering shares during the subsequent
offering period are the same as during the initial offering period
with two exceptions: (1) shares cannot be delivered by the
guaranteed delivery procedure and (2) pursuant to Rule
14d-7(a)(2) under the Securities Exchange Act of 1934, as amended,
shares tendered during the subsequent offer period may not be
withdrawn.
Endo and HT Acquisition Corp. reserve the right to extend the
subsequent offering period in accordance with applicable law and
their contractual obligations to HealthTronics. After expiration of
the subsequent offering period, HT Acquisition Corp. will acquire
all of the remaining outstanding shares of HealthTronics common
stock by means of a merger under Georgia law. Endo currently expects to
consummate the merger during the week of July 12, 2010, assuming it owns 90% of the
outstanding HealthTronics shares at that time, after giving effect
to the receipt of shares tendered by guaranteed delivery and any
shares tendered during the subsequent offering period. As a
result of the purchase of shares in the tender offer, HT
Acquisition Corp. has sufficient voting power to approve the merger
without the affirmative vote of any other HealthTronics
shareholder. Following the merger, HealthTronics will become a
wholly owned subsidiary of Endo, and each share of HealthTronics'
outstanding common stock will be cancelled and converted into the
right to receive the same consideration, without interest, received
by holders who tendered in the tender offer. Thereafter,
HealthTronics common stock will cease to be traded on the NASDAQ
Stock Market.
About HealthTronics
HealthTronics, Inc. is a premier urology company providing an
exclusive suite of healthcare services and technology, including
urologist partnership opportunities, surgical and capital
equipment, maintenance services and anatomical pathology services.
The company's product portfolio includes a full line of urology
equipment and products, including lithotripters, cryoablation
products used for the treatment of prostate cancer, surgical lasers
for treatment of BPH, and anatomical pathology services. As a
service provider, HealthTronics offers the latest technology in
lithotripsy services and prostate therapy services, including BPH
treatments and prostate cancer treatments. For more
information, visit www.healthtronics.com.
About Endo
Endo Pharmaceuticals is a specialty pharmaceutical company
engaged in the research, development, sale and marketing of branded
and generic prescription pharmaceuticals used to treat and manage
pain, bladder cancer, prostate cancer and the early onset of
puberty in children, or central precocious puberty (CPP). Its
products include LIDODERM(R), a topical patch to relieve the pain
of postherpetic neuralgia; Percocet(R) and Percodan(R) tablets for
the relief of moderate-to-moderately severe pain; FROVA(R) tablets
for the acute treatment of migraine attacks with or without aura in
adults; OPANA(R) tablets for the relief of moderate-to-severe acute
pain where the use of an opioid is appropriate; OPANA(R) ER tablets
for the relief of moderate-to-severe pain in patients requiring
continuous, around-the-clock opioid treatment for an extended
period of time; Voltaren(R) Gel, which is owned and licensed by
Novartis AG, a nonsteroidal anti-inflammatory drug indicated for
the relief of the pain of osteoarthritis of joints amenable to
topical treatment, such as those of the hands and the knees;
VANTAS(R) for the palliative treatment of advanced prostate cancer;
SUPPRELIN(R) LA for the treatment of early onset puberty in
children; and VALSTAR(TM) for the treatment of BCG-refractory
carcinoma in situ (CIS) of the urinary bladder in patients
for whom immediate cystectomy would be associated with unacceptable
medical risks. The company markets its branded pharmaceutical
products to physicians in pain management, urology, endocrinology,
oncology, neurology, surgery and primary care. More information,
including this and past press releases of Endo Pharmaceuticals, is
available at www.endo.com.
Safe Harbor Statement
This press release contains forward-looking statements
regarding, among other things, the company's financial position,
results of operations, market position, product development and
business strategy, as well as estimates of future net sales, future
expenses, future net income and future earnings per share.
Statements including words such as "believes," "expects,"
"anticipates," "intends," "estimates," "plan," "will," "may,"
"intend," "guidance" or similar expressions are forward-looking
statements. Because these statements reflect our current
views, expectations and beliefs concerning future events, these
forward-looking statements involve risks and uncertainties.
Investors should note that many factors could affect our future
financial results and could cause our actual results to differ
materially from those expressed in forward-looking statements
contained in this press release. These factors include, but are not
limited to: the possibility that the acquisition of HealthTronics
is not complementary to Endo; the inherent uncertainty of the
timing and success of, and expense associated with, research,
development, regulatory approval and commercialization of our
products and pipeline products; competition in our industry,
including for branded and generic products, and in connection with
our acquisition of rights to assets, including intellectual
property; government regulation of the pharmaceutical industry; our
dependence on a small number of products and on outside
manufacturers for the manufacture of our products; our dependence
on third parties to supply raw materials and to provide services
for certain core aspects of our business; new regulatory action or
lawsuits relating to our use of controlled substances in many of
our core products; our exposure to product liability claims and
product recalls and the possibility that we may not be able to
adequately insure ourselves; our ability to protect our proprietary
technology; our ability to successfully implement our in-licensing
and acquisition strategy; the availability of third-party
reimbursement for our products; the outcome of any pending or
future litigation or claims by the government; our dependence on
sales to a limited number of large pharmacy chains and wholesale
drug distributors for a large portion of our total net sales; a
determination by a regulatory agency that we are engaging in
inappropriate sales or marketing activities, including promoting
the "off-label" use of our products; the loss of branded product
exclusivity periods and related intellectual property; and exposure
to securities that are subject to market risk including
auction-rate securities the market for which is currently illiquid;
and other risks and uncertainties, including those detailed from
time to time in our periodic reports filed with the Securities and
Exchange Commission, including our current reports on Form 8-K,
quarterly reports on Form 10-Q and annual reports on Form 10-K,
particularly the discussion under the caption "Item 1A, RISK
FACTORS" in our annual report on Form 10-K for the year ended
December 31, 2009, which was filed
with the Securities and Exchange Commission on February 26, 2010. The forward-looking statements
in this press release are qualified by these risk factors. These
are factors that, individually or in the aggregate, we think could
cause our actual results to differ materially from expected and
historical results. We assume no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future developments or otherwise.
Additional Information
Endo has filed a tender offer statement on Schedule TO with the
SEC. Investors and HealthTronics shareholders are strongly advised
to read the tender offer statement (including the offer to
purchase, letter of transmittal and related tender offer documents)
and the related solicitation/recommendation statement on Schedule
14D-9 that has been filed by HealthTronics with the SEC, because
they contain important information. These documents are available
at no charge on the SEC's website at www.sec.gov. A copy of the
solicitation/recommendation statement on Schedule 14D-9 may be
obtained free of charge from HealthTronics' website at
www.healthtronics.com or by directing a request to HealthTronics at
9825 Spectrum Drive, Building 3, Austin,
Texas 78717, Attn: Corporate Secretary. In addition, a copy
of the offer to purchase, letter of transmittal and certain other
related tender offer documents may be obtained free of charge from
Endo's website at www.endo.com or by directing a request to Endo at
www.endo.com, or Endo Pharmaceuticals, 100 Endo Boulevard,
Chadds Ford, PA 19317, Attn:
Corporate Secretary's Office.
SOURCE Endo Pharmaceuticals