Axcan and TPG Capital Receive Investment Canada Act Approval in Connection With Proposed Acquisition
14 February 2008 - 9:00AM
Marketwired
MONT-SAINT-HILAIRE, QUEBEC (TSX: AXP)(NASDAQ: AXCA), announced
today that the Federal Minister of Industry, under the Investment
Canada Act, has approved the proposed acquisition by an affiliate
of TPG Capital of all outstanding common shares ("Common Shares")
of Axcan through a Plan of Arrangement, as likely to be of net
benefit to Canada. Axcan has previously received clearance under
the Competition Act (Canada) and the requisite waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has
expired; accordingly, Axcan has now received all regulatory
approvals necessary to consummate the proposed acquisition.
Axcan also announced that it has mailed forms of letters of
transmittal to registered shareholders that will need to be
completed and returned to Computershare Investor Services Inc., the
Depository under the Plan of Arrangement, before shareholders can
receive payment for their shares. Payment to shareholders will be
made following the later of the Closing of the transaction and the
receipt by the Depository of duly completed letters of transmittal
and related documents. For Common Shares held through a broker,
trustee, financial institution or other nominee, the Common Shares
will be surrendered by these representatives on behalf of the
holders, in exchange for their portion of the Consideration,
following completion of the Arrangement. The transaction is
expected to close on February 25, 2008.
Axcan also announced that the Purchaser has set the deadline for
shareholders to deliver notice to the Purchaser (care of the
Depository) of their intention to elect the alternative under the
Plan of Arrangement that permits shareholders, in limited
circumstances and subject to various conditions, to sell a holding
company that holds their shares instead of selling their shares
directly has been fixed at the close of business on February 21,
2008. Shareholders interested in considering this holding company
alternative should consult page 42 of the Management Information
Circular dated December 21, 2007 with respect to the Plan of
Arrangement and consult their own legal advisors.
ABOUT AXCAN PHARMA
Axcan is a leading multinational specialty pharmaceutical
company focused on gastroenterology. The Company develops and
markets a broad line of prescription products to treat a range of
gastrointestinal diseases and disorders such as inflammatory bowel
disease, irritable bowel syndrome, cholestatic liver diseases and
complications related to pancreatic insufficiency. Axcan's products
are marketed by its own specialized sales forces in North America
and the European Union and through commercial collaborations in
many markets around the world. Its common shares are listed on the
NASDAQ Global Market under the symbol "AXCA" and on the Toronto
Stock Exchange under the symbol "AXP".
ABOUT TPG
TPG is a leading private investment firm founded in 1992, with
more than $35 billion of assets under management and offices in San
Francisco, London, Hong Kong, New York, Minneapolis, Fort Worth,
Melbourne, Menlo Park, Moscow, Mumbai, Beijing, Shanghai, Singapore
and Tokyo. TPG has extensive experience with global public and
private investments executed through leveraged buyouts,
recapitalizations, spinouts, joint ventures and restructurings.
Please visit www.tpg.com.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements relating
to the proposed acquisition of Axcan Pharma Inc., including
statements regarding the completion of the proposed transaction and
other statements that are not historical facts. Such
forward-looking statements are subject to important risks,
uncertainties and assumptions. The results or events predicted in
these forward-looking statements may differ materially from actual
results or events. As a result, you are cautioned not to place
undue reliance on these forward-looking statements.
The completion of the proposed transaction is subject to a
number of terms and conditions, including, without limitation,
certain termination rights available to the parties under the
Arrangement Agreement. The parties to the Arrangement Agreement may
exercise their termination rights, in which case the proposed
transaction could be modified, restructured or terminated, as
applicable.
The forward-looking statements contained in this news release
are made as of the date of this release. We disclaim any intention
and assume no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Additionally, we undertake no obligation to comment
on expectations of, or statements made by, third parties in respect
of the proposed transaction. For additional information with
respect to certain of these and other assumptions and risks, please
refer to the related material change report and the Arrangement
Agreement filed by Axcan Pharma Inc. with the Canadian securities
commissions (available at www.sedar.com) and with the U.S.
Securities and Exchange Commission (available at www.sec.gov).
Contacts: Axcan Pharma Inc. Isabelle Adjahi Senior Director,
Investor Relations and Communications 450-467-2600 ext. 2000
www.axcan.com
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