Liquidia Technologies, Inc. (NASDAQ: LQDA), a late-stage clinical
biopharmaceutical company focused on the development and
commercialization of novel products using its proprietary
PRINT® technology, today announced that it has closed the
previously announced acquisition of RareGen, LLC, reinforcing its
commitment to patients and the pulmonary arterial hypertension
(PAH) community.
“We are very pleased to have achieved this important milestone,
one that we believe significantly strengthens our position through
an enriched understanding of and presence in the PAH market to
better serve patients with PAH throughout their continuum of care,”
said Neal Fowler, Chief Executive Officer of Liquidia. “We welcome
the RareGen team to the Liquidia family and firmly believe that,
together, we will achieve our goal of improving patients’ lives by
advancing much needed treatment options, including LIQ861, if
approved, to the PAH community. Through this merger, we believe we
are well poised to deliver long-term benefits to patients and value
for our stockholders.”
On June 29, 2020, Liquidia announced it had entered into a
definitive agreement to acquire RareGen through an all-stock
merger. On November 18, 2020, Liquidia acquired 100 percent
ownership of RareGen for 5,550,000 shares of Liquidia Corporation
common stock. Under the terms of the merger agreement, an aggregate
of 616,666 shares of additional Liquidia Corporation common stock
were withheld from RareGen members to secure their indemnification
obligations described therein. Further, under the terms of the
merger agreement, RareGen members are also entitled to receive up
to 2,708,333 shares of additional Liquidia Corporation common stock
if certain RareGen net sales thresholds are met in 2021 pursuant to
RareGen’s promotion agreement with Sandoz Inc.
With the close of the merger transaction, Liquidia and
RareGen have become wholly owned operating subsidiaries
of Liquidia Corporation, which is expected to trade on the
Nasdaq Capital Market under the ticker symbol “LQDA” on November
19, 2020 as the successor to Liquidia Technologies. Under the terms
of the merger agreement, Liquidia Technologies stockholders will
receive an identical number of shares of Liquidia Corporation
common stock in exchange for their Liquidia Technologies common
stock.
As part of the completed transaction, former RareGen board
members Paul B. Manning, of PBM Capital Group, a successful
entrepreneur, accomplished investor and beneficial owner of a
majority of RareGen’s equity, and Roger A. Jeffs, Ph.D.,
former President and Co-CEO of United Therapeutics, have been
appointed to the Liquidia Corporation Board of Directors. Of the
5,550,000 shares of Liquidia Corporation common stock acquired by
RareGen owners in the merger, approximately ninety-six percent of
the shares are beneficially held by Messrs. Manning and Jeffs,
which are subject to a six-month lock-up per the merger agreement.
Concurrent with these appointments and the close of the merger
transaction, Dr. Ralph Snyderman retired from the board, resulting
in an increased size of the board from eight to nine directors.
Neal Fowler continued, “As we emerge from this transaction as a
fully integrated business with a commercially available product for
PAH and LIQ861 on the horizon, pending FDA approval, I and the
board believe that the breadth of investment and therapeutic area
expertise that Paul and Roger bring further complement the Liquidia
Board of Directors and positions the company well for future
growth.”
Neal Fowler added, “As we look to the future, it is incredibly
important to remember those who helped Liquidia arrive at where we
are today, especially Ralph Snyderman. Ralph’s many contributions
have been instrumental in laying the foundation for our success and
his longstanding commitment to our mission has made us a better
company today. On behalf of myself and the board, we thank Ralph
for his leadership and contributions to the company.”
Jefferies LLC acted as exclusive financial advisor, and DLA
Piper LLP (US) acted as legal counsel, to Liquidia in connection
with the transaction.
About the Merger TransactionOn November 18,
2020 (the “Closing Date”), Liquidia Technologies, Inc., a Delaware
corporation (“Liquidia Technologies”), completed the previously
announced acquisition contemplated by the Agreement and Plan of
Merger, dated as of June 29, 2019, as amended by a Limited Waiver
and Modification to the Merger Agreement, dated as of August 3,
2020 (the “Merger Agreement”), by and among Liquidia Technologies,
Liquidia Corporation (“Liquidia Corporation”), RareGen, LLC, a
Delaware limited liability company (“RareGen”), Gemini Merger Sub
I, Inc., a Delaware corporation (“Liquidia Merger Sub”), Gemini
Merger Sub II, LLC, a Delaware limited liability company (“RareGen
Merger Sub”), and PBM RG Holdings, LLC, a Delaware limited
liability company, as Members’ Representative. Pursuant to the
Merger Agreement, Liquidia Merger Sub, a wholly owned subsidiary of
Liquidia Corporation, merged with and into Liquidia Technologies
(the “Liquidia Technologies Merger”), and RareGen Merger Sub, a
wholly owned subsidiary of Liquidia Corporation, merged with and
into RareGen (the “RareGen Merger” and, together with the Liquidia
Technologies Merger, the “Merger Transaction”). Upon consummation
of the Merger Transaction, the separate corporate existences of
Liquidia Merger Sub and RareGen Merger Sub ceased and Liquidia
Technologies and RareGen continue as wholly owned subsidiaries of
Liquidia Corporation.
About Liquidia Liquidia is a
late-stage clinical biopharmaceutical company focused on the
development and commercialization of novel products using its
proprietary PRINT® technology to transform the lives of patients.
PRINT is a particle engineering platform that enables precise
production of uniform drug particles designed to improve the
safety, efficacy and performance of a wide range of therapies.
Currently, Liquidia is focused on the development of two
product candidates for which it holds worldwide commercial rights:
LIQ861 for the treatment of pulmonary arterial hypertension (PAH);
and LIQ865 for the treatment of local post-operative
pain. Liquidia is headquartered in Research Triangle
Park, NC. For more information, please
visit www.liquidia.com.
About RareGenRareGen provides commercialization
for rare disease pharmaceutical products, such as generic
Remodulin® (treprostinil) for pulmonary arterial hypertension
(PAH), with a national sales force focused on cardiology and
pulmonology specialties.
Cautionary Statements Regarding Forward Looking
Statements This communication
contains “forward-looking statements” within the meaning of the
federal securities laws, including Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as
amended. In this context, forward-looking statements often address
expected future business and financial performance and financial
condition, and often contain words such as “expect,” “anticipate,”
“intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,”
“target,” similar expressions, and variations or negatives of these
words. Forward-looking statements by their nature address matters
that are, to different degrees, uncertain, such as statements about
the timing related to the merger transaction or the anticipated
benefits thereof, including, without limitation, future financial
and operating results. The Company cautions readers that these and
other forward-looking statements are not guarantees of future
results and are subject to risks, uncertainties and assumptions
that could cause actual results to differ materially from those
expressed in any forward-looking statements. Important risk factors
that may cause such a difference include, but are not limited to
risks and uncertainties related to (i) the ability of Liquidia
and RareGen to integrate their businesses successfully and to
achieve anticipated cost savings and other synergies, (ii) the
possibility that other anticipated benefits of the completed merger
transaction will not be realized, including without limitation,
anticipated revenues, expenses, earnings and other financial
results, and growth and expansion of the new combined company’s
operations, and the anticipated tax treatment, (iii) potential
litigation relating to the completed merger transaction that has
and could be instituted against Liquidia, RareGen or their
respective officers or directors, (iv) possible disruptions
from the completed merger transaction that could harm Liquidia’s or
RareGen’s business, including current plans and operations,
(v) the ability of Liquidia or RareGen to retain, attract and
hire key personnel, (vi) potential adverse reactions or
changes to relationships with employees, customers, suppliers,
licensees, collaborators, business partners or other parties
resulting from the completion of the merger transaction,
(vii) continued availability of capital and financing and
rating agency actions, (viii) legislative, regulatory and
economic developments and (ix) unpredictability and severity
of catastrophic events, including, but not limited to, global
pandemics such as coronavirus, acts of terrorism or outbreak of war
or hostilities, as well as management’s response to any of the
aforementioned factors. These risks, as well as other risks
associated with the completed merger transaction, are more fully
discussed in the proxy statement/prospectus in connection with the
completed merger transaction, which was declared effective
on September 16, 2020, as subsequently supplemented. While the
list of factors presented here is, and the list of factors to be
presented in the registration statement on Form S-4 are, considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. Consequences of material
differences in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could
have a material adverse effect on Liquidia’s or RareGen’s
consolidated financial condition, results of operations, credit
rating or liquidity. Neither Liquidia nor RareGen assumes any
obligation to provide revisions or updates to any forward-looking
statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as
otherwise required by securities and other applicable laws.
Contact Information
Media:Michael ParksCorporate
Communications484.356.7105michael.parks@liquidia.com
Investors:Jason AdairVice President, Corporate
Development and Strategy919.328.4400jason.adair@liquidia.com
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