BRIDGEWATER, N.J., Feb. 9, 2020 /PRNewswire/ -- Valeritas Holdings,
Inc. (NASDAQ: VLRX) ("Valeritas" or the "Company"), a medical
technology company and maker of the V-Go® Wearable Insulin Delivery
device, today announced an agreement to sell substantially all of
the business to Zealand Pharma A/S (NASDAQ: ZEAL) ("Zealand"), a
Denmark-based biotechnology
company. The transaction contemplates the retention of nearly the
entirety of the Valeritas workforce.
To accomplish the sale in the most efficient manner, Valeritas
and its subsidiaries filed voluntary petitions for relief under
Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware (the
"Court"). Concurrently, the Company filed a motion requesting
approval of a stalking horse asset purchase agreement with Zealand
and to initiate a competitive bidding process under Section 363 of
the Bankruptcy Code designed to achieve the highest or otherwise
best offer for the business.
Valeritas expects to continue operating its business as usual
and has obtained a commitment for debtor-in-possession ("DIP")
financing from HB Fund LLC. Subject to Court approval, this DIP
financing will provide sufficient liquidity to support ongoing
operations during the process, including the continued production
and sale of V-Go®.
"After a thoughtful and thorough review of strategic
alternatives, we determined that a process to sell our business is
the best path forward to maximize value for all stakeholders," said
John Timberlake, President and Chief
Executive Officer. "During this process, we will remain focused on
successfully serving our patients and healthcare providers as we
continue to work hard to improve the health of and simplify the
lives of people with diabetes."
"We believe that entering the process with an agreed offer from
Zealand, whose stated goal is to work with our highly-talented
workforce to build a successful commercial competitor in the U.S.
diabetes market, is the most advantageous option for Valeritas. We
thank our employees for their continued hard work and commitment
towards fulfilling our vision of making V-Go® the future standard
of care for how patients with type 2 diabetes deliver their
insulin," Mr. Timberlake added.
The agreement with Zealand, which was reached following a robust
and extensive marketing process, provides total cash consideration
of $23 million and includes the
assumption of certain liabilities related to the ongoing business.
It contemplates that Zealand, at close, would continue the
Company's commercially-focused operations and retain nearly all
Valeritas employees.
To ensure a smooth transition into Chapter 11, the Company filed
with the Court a series of customary motions seeking to uphold its
commitments to its valued employees and other stakeholders during
the process. These "first day" motions include requests to continue
to pay wages and provide benefits to employees in the normal
course, offer essential customer programs, and otherwise operate
the business as usual to facilitate the delivery of product to
patients, without interruption.
Additional information about the Valeritas Chapter 11
proceeding, including access to Court documents, can be found at
www.kccllc.net/valeritas. Vendors with questions can call a
dedicated hotline at (877) 709-4747 (toll-free) between the hours of 9 AM and 5 PM Eastern,
Monday through Friday.
DLA Piper LLP (US) is serving as legal counsel to Valeritas,
Lincoln International is serving as investment banker, and
PricewaterhouseCoopers LLP is serving as financial advisor.
About Valeritas Holdings, Inc.
Valeritas is a commercial-stage medical technology company
focused on improving health and simplifying life for people with
diabetes by developing and commercializing innovative technologies.
Valeritas' flagship product, V-Go® Wearable Insulin Delivery
device, is a simple, affordable, all-in-one basal-bolus insulin
delivery option for adult patients requiring insulin that is worn
like a patch and can eliminate the need for taking multiple daily
shots. V-Go® administers a continuous preset basal rate of
insulin over 24 hours, and it provides discreet on-demand bolus
dosing at mealtimes. It is the only basal-bolus insulin delivery
device on the market today specifically designed keeping in mind
the needs of type 2 diabetes patients. Headquartered in
Bridgewater, New Jersey, Valeritas
operates its R&D functions in Marlborough, Massachusetts.
Forward-Looking Statements
This press release contains certain statements that are, or may
be deemed to be, "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange
Act. Statements including words such as "estimate," "plan,"
"project," "forecast," "intend," "expect," "anticipate," "believe,"
"seek," "target" or similar expressions are forward-looking
statements. These statements reflect the Company's current views,
expectations and beliefs concerning future events. In addition, any
statements related to the Company's plans to sell substantially all
of its assets pursuant to Chapter 11 of the U.S. Bankruptcy Code;
the Company's intention to continue operations while the Company
works to complete its sale process; the Company's intended use of
the proceeds from the DIP financing; the Company's belief that the
sale process will be in the best interest of the Company and its
stakeholders; the continued uninterrupted access to the Company's
drug delivery device and patient support services during the
Chapter 11 proceedings; and other statements regarding the
Company's strategy and future operations, performance and prospects
are forward-looking statements. Such plans, expectations and
statements are as to future events and are not to be viewed as
facts, and reflect various assumptions of management of the Company
and are subject to significant business, financial, economic,
operating, competitive, litigation and other risks and
uncertainties and contingencies (many of which are difficult to
predict and beyond the control of the Company) that could cause
actual results to differ materially from the statements included
herein, including, without limitation: the potential adverse impact
of the Chapter 11 filings on the Company's liquidity and results of
operations; changes in the Company's ability to meet its financial
obligations during the Chapter 11 process and to maintain contracts
that are critical to its operations; the outcome and timing of the
Chapter 11 process and the proposed auction and asset sale; the
effect of the Chapter 11 filings and proposed asset sale on the
Company's relationships with vendors, regulatory authorities,
employees and other third parties; possible proceedings that may be
brought by third parties in connection with the Chapter 11 process
or the proposed asset sale; uncertainty regarding obtaining
bankruptcy court approval of a sale of the Company's assets or
other conditions to the proposed asset sale; and the timing or
amount of any distributions, if any, to the Company's stakeholders.
The inclusion of forward-looking statements should not be regarded
as a representation by the Company that any of its plans will be
achieved. Investors should note that many factors, including those
more fully described in the Company's filings with the Securities
and Exchange Commission ("SEC") (including, but not limited to, its
Annual Report on Form 10-K for the year ended December 31, 2018 and its subsequent quarterly
and periodic reports), could affect the Company's future financial
results and could cause actual results to differ materially from
those expressed in forward-looking statements, such as those
contained in this press release. The forward-looking statements in
this press release are qualified by risk factors identified by the
Company. These risk factors, individually or in the aggregate,
could cause our actual results to differ materially from expected
and historical results. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof. The Company assumes no obligation to publicly
update any forward-looking statements, whether as a result of new
information, future developments or otherwise.
For more information about the disclosures in this press
release, please refer to the Company's Current Report on Form 8-K,
which is expected to be filed with the SEC on Monday, February 10, 2020.
Media Contacts:
Sherri L.
Toub / Ross Lovern
Kekst CNC
sherri.toub@kekstcnc.com / ross.lovern@kekstcnc.com
(212) 521-4800
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SOURCE Valeritas Holdings, Inc.
