Inspire Postpones Annual Meeting of Stockholders Due to Recently Announced Tender Offer
22 April 2011 - 8:30PM
Business Wire
Inspire Pharmaceuticals, Inc. (Nasdaq: ISPH) announced today
that its annual meeting of stockholders scheduled for May 6, 2011
will be postponed indefinitely due to the recently announced
Agreement and Plan of Merger, dated April 5, 2011, by and among
Inspire, Merck & Co., Inc. and Monarch Transaction Corp., a
wholly owned subsidiary of Merck.
On April 15, 2011, Merck commenced a tender offer, through
Monarch Transaction Corp., for all of the outstanding shares of
common stock of Inspire for $5.00 per share in cash, representing a
26 percent premium to the closing price of the common stock on
April 4, 2011.
The closing of the tender offer is subject to certain
conditions, including the tender of a number of shares that
represent at least a majority of the total number of Inspire's
outstanding shares (assuming the exercise of all options and
vesting of restricted stock units), the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act and
other customary conditions. Following the successful completion of
the tender offer, any remaining shares of Inspire’s common stock
will be acquired in a merger at the same price. As a result, the
annual meeting of stockholders scheduled for May 6, 2011 will be
postponed indefinitely while the tender offer and merger are
pending.
About Inspire
Inspire is a specialty pharmaceutical company focused on
developing and commercializing ophthalmic products. Inspire’s
specialty eye care sales force generates revenue from the promotion
of AZASITE® (azithromycin ophthalmic solution) 1% for bacterial
conjunctivitis. Inspire receives royalties based on net sales of
RESTASIS® (cyclosporine ophthalmic emulsion) 0.05% and DIQUAS™
Ophthalmic Solution 3% (diquafosol tetrasodium) in Japan. For more
information, visit www.inspirepharm.com.
Important Information about the Tender Offer
The description contained in this press release is neither an
offer to purchase nor a solicitation of an offer to sell
securities. Any offers to purchase or solicitation of offers to
sell will be made only pursuant to a tender offer statement and a
solicitation and recommendation statement filed with the Securities
and Exchange Commission (“SEC”). The tender offer statement
(including an offer to purchase, a related letter of transmittal
and other tender offer documents) and the
solicitation/recommendation statement contain important information
that should be read carefully before making any decision to tender
securities in the tender offer. Those materials have been made
available to Inspire’s stockholders at no expense to them. In
addition, all of those materials (and all other tender offer
documents filed with the SEC) are made available at no charge on
the SEC’s website at www.sec.gov.
Forward Looking Statements
Information included in this press release may contain
“forward-looking statements” that involve significant risks and
uncertainties. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements, including: statements regarding the expected completion
of the tender offer or merger; any statements regarding Inspire’s
2011 annual meeting of stockholders; any statements of expectation
or belief; and any statements of assumptions underlying any of the
foregoing. Investors and security holders are cautioned not to
place undue reliance on these forward-looking statements. Actual
results could differ materially from those currently anticipated
due to a number of risks and uncertainties. Risks and uncertainties
that could cause results to differ from expectations include:
uncertainties as to the timing of the tender offer and merger;
uncertainties as to how many of Inspire stockholders will tender
their stock in the tender offer; the risk that competing offers
will be made; the possibility that various closing conditions for
the tender offer or merger may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the tender offer or
merger; the effects of disruption from the tender offer or merger,
making it more difficult to maintain relationships with employees,
licensees, other business partners or governmental entities; other
business effects, including the effects of industry, economic or
political conditions outside of Inspire’s control; transaction
costs; actual or contingent liabilities; and other risks and
uncertainties discussed in documents filed with the SEC by Inspire.
The Company does not undertake any obligation to update any
forward-looking statements as a result of new information, future
developments or otherwise, except as expressly required by law.
Inspire Pharmaceuticals, Inc. (MM) (NASDAQ:ISPH)
Historical Stock Chart
From Feb 2025 to Mar 2025
Inspire Pharmaceuticals, Inc. (MM) (NASDAQ:ISPH)
Historical Stock Chart
From Mar 2024 to Mar 2025
