Bradley Pharmaceuticals Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
18 January 2008 - 9:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the
Registrant |_|
Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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Bradley
Pharmaceuticals, Inc.
(Name of Registrant as Specified
In Its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the
appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of
securities to which transaction applies:
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Aggregate number of
securities to which transaction applies:
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11
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forth the amount on which
the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate
value of transaction:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or schedule and the
date of its filing:
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Amount Previously Paid:
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FOR IMMEDIATE RELEASE:
CONTACT:
Anthony
Griffo
Investor Relations
Bradley Pharmaceuticals, Inc.
973-882-1505, EXT. 313
BRADLEY
PHARMACEUTICALS ANNOUNCES FILING OF
DEFINITIVE PROXY
STATEMENT FOR SPECIAL MEETING OF
STOCKHOLDERS TO APPROVE
MERGER WITH NYCOMED
Fairfield, NJ. January 17, 2008
Bradley Pharmaceuticals, Inc. (NYSE: BDY)
announced today that it has filed a definitive
proxy statement with the Securities and Exchange Commission for a special meeting of
stockholders to be held on February 21, 2008 at 9:30 a.m., Eastern Time at the offices of Morrison & Foerster
LLP, 1290 Avenue of the Americas, New York, NY 10104 for the purpose of voting on a
proposal to approve the merger agreement with Nycomed US Inc., a subsidiary of Nycomed
S.C.A., SICAR. The Company expects to commence the mailing of the definitive proxy
statement to stockholders on or about January 17, 2008.
Stockholders of record on January
10, 2008 will be entitled to receive notice of and to vote at the special meeting.
Pursuant to the merger agreement, all outstanding shares of the Company will be converted
into $20.00 per share in cash. The transaction is conditioned on receipt of approval by
holders of a majority of the outstanding shares of Bradleys common stock and Class B
common stock, voting together as one class. If approval is received, the merger is
expected to be consummated shortly after the special meeting.
The Company announced that
applicable waiting periods under U.S., German and Italian antitrust regulations with
respect to the merger had expired or cleared. The Company also announced that it and the
other defendants entered into a memorandum of understanding with the plaintiffs to settle
all outstanding state and federal class action litigations that were brought following
Daniel Glassmans public announcement disclosing his intent to propose an acquisition of
the Companys outstanding shares. The settlement is subject to customary conditions,
including court approval following notice to members of the proposed settlement class and
consummation of the merger. If finally approved by the court, the settlement will resolve
all claims that were or could have been brought on behalf of the proposed settlement
class in the litigations being settled, including all claims relating to the merger, the
merger agreement and any disclosure made by the Company in connection with the merger.
The memorandum of understanding does not change any of the terms or conditions of the
merger. The transaction is subject to other customary closing conditions. There is no
financing condition, and the obligations of Nycomed US are guaranteed by Nycomed S.C.A.,
SICAR.
About Bradley
Pharmaceuticals, Inc.
Bradley Pharmaceuticals, Inc. was
founded in 1985 as a specialty pharmaceutical company and markets to niche physician
specialties in the U.S. and international markets. Bradleys success is based upon its
core strengths in marketing and sales, which enable the company to Commercialize brands
that fill unmet patient and physician needs; Develop new products through life cycle
management; and In-License phase II and phase III drugs with long-term intellectual
property protection that upon approval leverage Bradleys marketing and sales expertise
to increase shareholder value. Bradley Pharmaceuticals is comprised of Doak
Dermatologics, specializing in therapies for dermatology and podiatry; Kenwood
Therapeutics, providing gastroenterology, OBGYN, respiratory and other internal medicine
brands; and A. Aarons, which markets authorized generic versions of Doak and Kenwood
therapies.
Additional Information
and Where to Find It
In connection with the proposed
merger, the Company has filed a definitive proxy statement with the Securities and
Exchange Commission (the SEC). BEFORE MAKING ANY VOTING DECISION, THE COMPANYS
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT MATTERS
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. The definitive proxy statement is being mailed to the stockholders of
the Company on or about January 17, 2008. The Companys stockholders may obtain, without
charge, a copy of the definitive proxy statement and other documents filed with the SEC
from the SECs website at www.sec.gov. The Companys stockholders may also obtain,
without charge, a copy of the definitive proxy statement and other documents from the
Company by directing such request to Investor Relations, telephone: (973) 882-1505, Ext.
313 and its website,
www.bradpharm.com
.
Participants in the
Solicitation
The Company and its directors,
executive officers and other members of its management may be deemed to be participants
in the solicitation of proxies from the Companys stockholders with respect to the
proposed merger with Nycomed. More detailed information regarding the identity of
potential participants, and their direct or indirect interests, by securities, holdings
or otherwise, is set forth in the proxy statement and other materials filed with the SEC
in connection with the proposed transaction. Information about the Companys directors
and executive officers may be found in the Companys definitive proxy statement filed
with the SEC on May 17, 2007.
Safe Harbor for
Forward-Looking Statements -
This release contains
forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include statements that address
activities, events or developments that Bradley expects, believes or anticipates will or
may occur in the future, including statements about the occurrence of any event, change
or other circumstances that could give rise to the termination of the merger agreement,
the outcome of any legal proceedings that have been or may be instituted against the
Company and others related to the merger agreement; the inability to complete the merger
due to the failure to obtain stockholder approval for the merger or the failure to
satisfy other conditions to completion of the merger. Forward-looking statements are
subject to numerous risks and uncertainties, including the inability to satisfy the
conditions to the merger transaction, many of which are beyond Bradleys control. Actual
results may differ materially from those projected. These risks and uncertainties include
those described from time to time in Bradleys SEC filings, including its Annual Report
on Form 10-K and its most recent Quarterly Report on Form 10-Q. Except as required by
law, Bradley undertakes no obligation to publicly update any forward-looking statement in
this press release, including any information related to the special committee and its
work, whether as a result of new information, future events or otherwise.
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