National Patent Development Announces Proposed Valera Pharmaceuticals Transaction.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- National Patent Development Corporation (NPDV.OB), a holding company with interests in optical plastics, paint and hardware distribution, and pharmaceuticals, including ownership of 2,070,670 shares (approximately 14% of the currently outstanding shares) of common stock of Valera Pharmaceuticals (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : VLRX), announced that on December 12, 2006 Valera had issued a press release and filed a Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. reporting that Valera had entered into an agreement and plan of merger pursuant to which Indevus Pharmaceuticals, Inc. (NASDAQ: IDEV IDEV International Development ) would acquire Valera in a stock transaction for $7.75 per share (as described below), plus contingent payments of up to $3.50 per share based on the achievement of future product milestones (as described below). Two related parties of National Patent are entitled to receive 50% of any proceeds in excess of $3.94 per share received by National Patent from the sale of 404,004 of National Patent's shares of Valera common stock. Valera is a specialty pharmaceutical company focused on the development and commercialization of urology urology Medical specialty dealing with the urinary system and male reproductive organs. It traces its origin to medieval lithologists, itinerant healers who specialized in surgical removal of bladder stones. and endocrinology products. Valera markets VANTAS for advanced prostate cancer prostate cancer, cancer originating in the prostate gland. Prostate cancer is the leading malignancy in men in the United States and is second only to lung cancer as a cause of cancer death in men. and has multiple products in clinical development including SUPPRELIN-LA for central precocious puberty Precocious Puberty Definition Sexual development before the age of eight in girls, and age 10 in boys. Description Not every child reaches puberty at the same time, but in most cases it's safe to predict that sexual development will . According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. the Valera press release and its Form 8-K, the merger will take the form of a tax-free stock-for-stock merger. Under the terms of the agreement, each share of Valera common stock will be exchanged for $7.75 in Indevus common stock, provided the volume weighted average closing price for Indevus common stock is between $6.59 and $8.05 during the 25 trading day period ending five trading days prior to the meeting of Valera stockholders to vote on the merger. Each Valera share exchanged would be converted into not more than 1.1766 shares and not less than 0.9626 shares of Indevus common stock. In addition, each share of Valera common stock will also be converted into three contingent stock rights ("CSRs") relating to three Valera products in various stages of development. One CSR (1) (Customer Service Representative) A person who handles a customer's request regarding a bill, account changes or service or merchandise ordered. Agents in call centers are known as CSRs. See call center. is convertible into $1.00 of Indevus common stock upon FDA FDA abbr. Food and Drug Administration FDA, n.pr See Food and Drug Administration. FDA, n.pr the abbreviation for the Food and Drug Administration. approval of Valera's SUPPRELIN-LA and the availability of sufficient launch quantities, one CSR is convertible into $1.00 of Indevus common stock upon FDA approval of Valera's biodegradable ureteral stent Ureteral stent A surgical device implanted in patients with damaged ureters that holds the ureter open so that urine can flow freely from the kidneys to the bladder. Mentioned in: Kidney, Ureter, and Bladder X-Ray Study and one CSR is convertible into $1.50 of Indevus common stock upon FDA approval of Valera's octreotide implant. The amount of Indevus common stock into which the CSRs convert will be determined by a formula based on the average stock price of Indevus prior to achievement of the applicable milestones, and CSRs convert into Indevus common stock only if the applicable milestones are achieved within three years of the closing of the merger in the case of SUPPRELIN-LA and within five years of the closing of the merger in the case of the biodegradable ureteral stent and the octreotide implant. In connection with the transaction, certain affiliated funds of Sanders Morris Harris, Valera's largest shareholder, and one other large shareholder of Valera, have entered into voting agreements in which they have agreed to vote shares representing approximately 41% of Valera's outstanding shares in favor of the merger. The merger has been approved by the boards of directors of Indevus and Valera and is expected to be completed on or around April 30, 2007. Closing of the merger is subject to clearance under the Hart-Scott Rodino Antitrust Improvements Act, approval of Valera's stockholders, approval of Indevus' stockholders and other customary closing conditions. The forward-looking statements contained herein reflect National Patent Development's management's current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of National Patent Development, including, but not limited to the risks and uncertainties detailed in National Patent Development's periodic reports and registration statements filed with the Securities and Exchange Commission. |
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