Galenica commences Tender Offer for Relypsa
(Thomson Reuters ONE) -
Vifor Pharma Ltd. /
Galenica commences Tender Offer for Relypsa
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The issuer is solely responsible for the content of this announcement.
Galenica Group today announced that its indirect wholly owned subsidiary, Vifor
Pharma USA Inc., is commencing today its previously announced tender offer for
any and all outstanding shares of common stock of Relypsa, Inc. (NASDAQ: RLYP)
at a price of USD 32.00 per share in cash, without interest and less applicable
withholding taxes. The tender offer is being made in connection with the
Agreement and Plan of Merger, dated July 20, 2016, among Galenica Ltd., Vifor
Pharma USA Inc. and Relypsa, Inc.
The board of directors of Relypsa has determined that the offer is advisable and
in the best interests of Relypsa and its stockholders and recommends that the
stockholders of Relypsa accept the offer and tender their shares.
The tender offer is scheduled to expire at midnight New York time at the end of
the day on Wednesday, August 31, 2016, unless extended.
The complete terms and conditions of the tender offer can be found in the Offer
to Purchase, Letter of Transmittal and other related materials that will be
filed by Galenica Ltd. and Vifor Pharma USA Inc. with the SEC on August
4, 2016. In addition, on August 4, 2016, Relypsa will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to
the offer.
Copies of the Offer to Purchase, Letter of Transmittal and other related
materials are available free of charge by contacting MacKenzie Partners, Inc.,
the information agent for the tender offer, toll-free at
+1-800-322-2885 (or at +1-212-929-5500 collect if you are located outside the
U.S. and Canada), or by email to tenderoffer(at)MacKenziepartners.com, and, when
they become available, at the website maintained by the SEC at www.sec.gov.
American Stock Transfer & Trust Company, LLC is acting as depositary for the
tender offer.
For further information, please contact:
Galenica Media Relations:
Christina Hertig, Head Corporate Communications
Tel.: +41 58 852 85 17
E-mail: media(at)galenica.com
Galenica Investor Relations:
Julien Vignot, Head Investor Relations
Tel.: +41 58 852 85 29
E-mail: investors(at)galenica.com
Vifor Pharma Media Relations:
Beatrix Benz, Head of Global Communications & Public Affairs
Tel.: +41 58 851 80 16
E-mail: media(at)viforpharma.com
Galenica is a diversified Group active throughout the healthcare market which,
among other activities, develops, manufactures and markets pharmaceutical
products, runs pharmacies, provides logistical and database services and sets up
networks. With its two Business units Vifor Pharma and Galenica Santé, the
Galenica Group enjoys a leading position in all its core business activities. A
large part of the Group's income is generated by international operations.
Galenica is listed on the Swiss Stock Exchange (SIX Swiss Exchange, GALN,
security number 1,553,646).
Additional information concerning the Galenica Group can be found at
www.galenica.com.
Vifor Pharma, a company of the Galenica Group, is a world leader in the
discovery, development, manufacturing and marketing of pharmaceutical products
for the treatment of iron deficiency. The company also offers a diversified
portfolio of prescription medicines as well as over-the-counter (OTC) products.
Vifor Pharma, headquartered in Zurich, Switzerland, has an increasingly global
presence and a broad network of affiliates and partners around the world.
For more information about Vifor Pharma, please visit www.viforpharma.com.
Relypsa, Inc. is a biopharmaceutical company focused on the discovery,
development and commercialisation of polymeric medicines for patients with
conditions that are often overlooked and undertreated and can be addressed in
the gastrointestinal tract. The Company's first medicine,
Veltassa(®) (patiromer) for oral suspension, was developed based on Relypsa's
rich legacy in polymer science. Veltassa is approved in the United States for
the treatment of hyperkalaemia. Veltassa has intellectual property protection
until 2030 in the United States and 2029 in the European Union.
More information is available at www.relypsa.com.
Additional Information
This press release and the description contained herein is for informational
purposes only and is not a recommendation, an offer to buy, or the solicitation
of an offer to sell any shares of Relypsa's common stock or any other
securities. Galenica and its indirect wholly owned subsidiary, Vifor Pharma USA
Inc., will file with the U.S. Securities and Exchange Commission (the "SEC") a
Tender Offer Statement on Schedule TO containing an offer to purchase (the
"Offer to Purchase"), a form of letter of transmittal (the "Letter of
Transmittal") and other related documents and, thereafter, Relypsa will file
with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Galenica, Vifor Pharma USA Inc. and Relypsa intend
to mail these documents to the stockholders of Relypsa. The offer to purchase
shares of Relypsa's common stock will only be made pursuant to the Offer to
Purchase, the Letter of Transmittal and related documents filed as a part of the
Schedule TO. THESE DOCUMENTS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME
TO TIME, WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND RELYPSA
STOCKHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE.
Stockholders of Relypsa will be able to obtain a free copy of these documents
(when they become available) and other documents filed by Relypsa, Galenica or
Vifor Pharma USA Inc. with the SEC at the website maintained by the SEC at
www.sec.gov. In addition, shareholders of Relypsa may obtain a free copy of
these documents (when they become available) by (i) contacting Mackenzie
Partners, Inc., the information agent for the tender offer, toll-free at
1-800-322-2885, or call collect +1-212-929- 5500 or by email to
tenderoffer(at)mackenziepartners.com or (ii) visiting the "Investors" section of
Relypsa's website at http://investor.relypsa.com.
Forward-Looking Statements
The statements included in this press release contain forward-looking
statements, which are generally statements that are not historical facts.
Forward-looking statements can be identified by the words "expects,"
"anticipates," "believes," "intends," "estimates," "plans," "will," "outlook"
and similar expressions. Forward-looking statements are based on management's
current plans, estimates, assumptions and projections, speak only as of the date
they are made and include without limitation statements regarding the planned
completion of the tender offer and the merger, statements regarding the
anticipated filings and approvals relating to the tender offer and the merger,
statements regarding the expected completion of the tender offer and the merger
and statements regarding the ability of Vifor Pharma USA Inc. to complete the
tender offer and the merger considering the various closing conditions. Galenica
and Relypsa undertake no obligation to update any forward-looking statement in
light of new information or future events, except as otherwise required by law.
Forward-looking statements involve inherent risks and uncertainties, most of
which are difficult to predict and are generally beyond the control of either
company, including the following: (a) the occurrence of any event, change or
other circumstance that could give rise to the termination of the merger
agreement; (b) the inability to complete the transaction due to the failure to
satisfy conditions to the transaction; (c) the risk that the proposed
transaction disrupts current plans and operations; (d) difficulties or
unanticipated expenses in connection with integrating Relypsa into Galenica; (e)
the risk that the acquisition does not perform as planned; and (f) potential
difficulties in employee retention following the closing of the transaction.
Actual results or outcomes may differ materially from those implied by the
forward-looking statements as a result of the impact of a number of factors,
many of which are discussed in more detail in the public reports of each company
filed or to be filed with the SEC or the SIX Swiss Exchange.
Press Release (PDF):
http://hugin.info/148637/R/2033078/756888.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Vifor Pharma Ltd. via GlobeNewswire
[HUG#2033078]
Datum: 04.08.2016 - 06:58 Uhr
Sprache: Deutsch
News-ID 487221
Anzahl Zeichen: 9810
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