Acquisition Adds Marketed Products and Specialty Sales Force in
Urology and Endocrinology, Novel Drug-Delivery Technology CHADDS
FORD, Pa. and LEXINGTON, Mass., Jan. 5 /PRNewswire-FirstCall/ --
Endo Pharmaceuticals (NASDAQ:ENDP) and Indevus Pharmaceuticals,
Inc. (NASDAQ: IDEV) announced today that they have entered into a
merger agreement under which Endo will commence a tender offer to
acquire 100 percent of the outstanding shares of Indevus for
approximately $370 million, or $4.50 per Indevus share, in cash,
and up to an additional approximately $267 million, or $3.00 per
Indevus share, in cash payable in the future upon achievement of
certain regulatory and sales milestones. The transaction has been
approved by the boards of directors of both companies. David
Holveck, president and chief executive officer of Endo, stated,
"This merger reflects our desire to expand our business beyond pain
management into complementary medical areas where we can be
innovative and competitive. We believe this expansion of our
product line has significant growth potential because of the
therapeutic value of the Indevus product portfolio, the unique
expertise of both companies, and the demographic, health care and
reimbursement trends that favor the consideration of new products
to address unmet needs in urology and endocrinology. "These trends
demand that pharmaceutical companies become better health care
partners with physicians and managed care organizations by offering
a range of new products and technologies in related medical
specialties that achieve better outcomes for patients. This
transaction represents a unique opportunity for us to achieve these
goals. The combined company will market nine products through three
specialty sales forces and have the capability to develop
innovative new therapies using a novel drug delivery technology. We
believe this will make Endo a stronger competitor, a more valuable
health care supplier and a more successful company." Indevus
chairman and chief executive officer, Glenn L. Cooper, M.D.,
stated, "This transaction allows us to capture significant value
for our shareholders and create new value for patients, physicians
and shareholders of both companies under Endo's leadership. We
believe Endo's proven commercial capabilities, targeted approach to
medical marketing and unique understanding of the changes taking
place in health care delivery today will ensure the success of our
current and future products. We welcome and fully support this
acquisition." Endo expects that the transaction will be dilutive to
the company's earnings in 2009 and is targeted to become accretive
to Endo's earnings in 2010. Endo expects to achieve up to $40
million in cost savings and will provide more complete financial
guidance during its fourth quarter and full-year earnings
conference call in February. Novel Products and Drug-Delivery
Technology Endo currently markets proprietary and generic products
for the treatment and management of pain. Indevus currently markets
products to treat overactive bladder, prostate cancer and central
precocious puberty and is pursuing regulatory approval of drugs to
treat hypogonadism and bladder cancer. Mr. Holveck noted, "In
addition to the very successful drug, VANTAS(R), we are
particularly excited about the opportunity to add three innovative
drug therapies, SUPPRELIN(R) LA, NEBIDO(R) and octreotide implant,
to our product portfolio. All three are intended to address
significant patient needs in under-served medical markets, while
SUPPRELIN LA and octreotide use the patented HYDRON drug delivery
technology which may also have utility in pain management."
SUPPRELIN LA is a currently marketed product that provides a
continuous, 12-month, controlled dose of histrelin to treat central
precocious puberty. It employs the HYDRON Implant, a subcutaneous,
retrievable, non-biodegradable, hydrogel reservoir drug delivery
device designed to provide sustained release of a broad spectrum of
drugs continuously, at constant, predetermined rates. The HYDRON
Implant is the only soft, flexible, reservoir-based drug delivery
system designed for easy, in-office physician insertion under local
anesthesia. NEBIDO is a novel, long-acting injectable testosterone
depot being developed for the treatment of male hypogonadism.
Indevus is currently preparing a complete response for submission
to the U.S. Food and Drug Administration in the first half of 2009
to support regulatory review of the company's pending application
to market NEBIDO as the first long-acting testosterone preparation
available in the United States. Octreotide implant is in Phase III
clinical testing for the treatment of acromegaly, a chronic hormone
disorder resulting from excessive production of growth hormone. It
utilizes HYDRON polymer technology to deliver six months of
octreotide. VANTAS is a soft, flexible hydrogel implant currently
marketed in the U.S., Canada, Argentina, Europe and Asia for the
palliative treatment of advanced prostate cancer. The product
utilizes the company's HYDRON polymer technology to allow for
controlled delivery of histrelin over a 12-month period. Indevus
also has a strong pipeline of additional development projects and
is preparing to reintroduce VALSTARTM for the treatment of bacillus
Calmette-Guerin (BCG)-refractory bladder cancer patients who are
not candidates for bladder removal (cystectomy). There are
approximately 29,000 BCG-refractory bladder cancer patients per
year in the United States, of whom about 15,000 patients are not
candidates for cystectomy. Transaction Summary Endo will effect the
acquisition through a tender offer by BTB Purchaser Inc., a wholly
owned subsidiary of Endo, for all outstanding shares of Indevus
common stock in which Indevus stockholders will receive for each
share of Indevus common stock tendered $4.50 in cash up front, plus
up to an additional $3.00 per share in cash payable, consisting of
up to $2.00 per share linked to certain milestones for NEBIDO, and
$1.00 per share payable upon approval of the octreotide implant.
The tender offer will expire at midnight New York time on the 45th
day following and including the commencement date, unless extended
in accordance with the terms of the merger agreement and the
applicable rules and regulations of the Securities and Exchange
Commission. The tender offer, if successful, will be followed by a
second-step merger in which any shares of Indevus not tendered into
the offer will be converted into the right to receive the same per
share consideration paid to Indevus shareholders in the tender
offer. The consummation of the tender offer is subject to the
satisfaction or waiver of certain conditions, including: (i) a
minimum of the majority of outstanding Indevus shares on a fully
diluted basis having been tendered into the offer, (ii) the
expiration or termination of the waiting period under the Hart
Scott Rodino Antitrust Improvements Act, (iii) the absence of
litigation or governmental action challenging or seeking to
prohibit the offer or the merger, (iv) there not having been a
material adverse change with respect to Indevus, and (v) other
customary conditions. The tender offer is not subject to a
financing condition. Conference Call and WebCast Information Endo's
management team will host a conference call and audio Webcast on
Monday, January 5 at 5:30 p.m. EST to discuss this transaction.
Interested parties may call 866-700-5192 (domestic) or 617-213-8833
(international) and enter code 56825052. Please dial in 15 minutes
prior to the scheduled start time. A replay of the call will be
available until 12:00 a.m. EST on January 12 by dialing
888-286-8010 (domestic) or 617-801-6888 (international), passcode
16542748. A simultaneous audio Webcast of the call may be accessed
by visiting http://www.endo.com/. A replay of the Webcast will be
available until 12:00 a.m. EST on January 12. The replay can be
accessed by clicking on "Events" in the Investor Relations section
of the Website. Please connect to the Website at least 15 minutes
prior to the start of the conference call to ensure adequate time
for any software download that may be necessary. Analyst Meeting
Information Endo Pharmaceuticals will host an analyst meeting in
New York on Tuesday, January 6, 2009 to discuss this transaction
further. Registration begins at 11:30 a.m. EST, and the
presentation and Webcast will take place from 12:00 to 2:00 p.m.
EST. For more information or to register for the Endo
Pharmaceuticals analyst meeting, please email or call 212-300-8324.
The analyst meeting will also be simultaneously Webcast from Endo's
Website at http://www.endo.com/. About Indevus Pharmaceuticals
Indevus Pharmaceuticals, Inc. is a specialty pharmaceutical company
engaged in the acquisition, development, and commercialization of
products to treat conditions in urology and endocrinology. The
company's approved products include SANCTURA(R) and SANCTURA XRTM
for overactive bladder, VANTAS(R) for advanced prostate cancer,
SUPPRELIN(R) LA for central precocious puberty, and DELATESTRYL(R)
to treat male hypogonadism. The company's most advanced compounds
in development include, VALSTARTM for bladder cancer, NEBIDO(R) for
hypogonadism, PRO 2000 for the prevention of infection by HIV and
other sexually-transmitted pathogens, the octreotide implant for
acromegaly and carcinoid syndrome, and pagoclone for stuttering.
About Endo Pharmaceuticals Endo Pharmaceuticals is a specialty
pharmaceutical company engaged in the research, development, sale
and marketing of branded and generic prescription pharmaceuticals
used primarily to treat and manage pain. Its products include
LIDODERM(R), a topical patch to relieve the pain of postherpetic
neuralgia; PERCOCET(R) and PERCODAN(R) tablets for the relief of
moderate-to-moderately severe pain; FROVA(R) tablets for the acute
treatment of migraine attacks with or without aura in adults;
OPANA(R) tablets for the relief of moderate-to-severe acute pain
where the use of an opioid is appropriate; OPANA(R) ER tablets for
the relief of moderate-to-severe pain in patients requiring
continuous, around-the-clock opioid treatment for an extended
period of time; and VOLTAREN(R) gel, a nonsteroidal
anti-inflammatory drug indicated for the relief of the pain of
osteoarthritis of joints amenable to topical treatment. The company
markets its branded pharmaceutical products to physicians in pain
management, neurology, surgery, oncology, and primary care. More
information, including this and past press releases of Endo
Pharmaceuticals, is available at http://www.endo.com/. Advisors
Morgan Stanley acted as financial advisor and Skadden, Arps, Slate,
Meagher & Flom LLP acted as legal advisor to Endo for this
transaction. UBS Investment Bank acted as financial advisor and
Burns & Levinson LLP acted as legal advisor to Indevus. Safe
Harbor Statement This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Statements including words such as "believes,"
"expects," "anticipates," "intends," "estimates," "plan," "will,"
"may," "intend," "guidance" or similar expressions are
forward-looking statements. Because these statements reflect our
current views, expectations and beliefs concerning future events,
these forward-looking statements involve risks and uncertainties.
Investors should note that many factors could affect our future
financial results and could cause our actual results to differ
materially from those expressed in forward-looking statements
contained in this press release. Risks and uncertainties include
the satisfaction of closing conditions for the acquisition,
including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act; the tender of a majority of the outstanding
shares of common stock of Indevus; the possibility that the
transaction will not be completed, or if completed, not completed
on a timely basis; the possibility that the acquisition of Indevus
is not complementary to Endo; the potential that market segment
growth will not follow historical patterns; general industry
conditions and competition; business and economic conditions, such
as interest rate and currency exchange rate fluctuations;
technological advances and patents attained by competitors;
challenges inherent in new product development, including obtaining
regulatory approvals; domestic and foreign health care reforms and
governmental laws and regulations; and trends toward health care
cost containment; and other risks and uncertainties, including
those detailed from time to time in our periodic reports filed with
the Securities and Exchange Commission, including our current
reports on Form 8-K, quarterly reports on Form 10-Q and annual
reports on Form 10-K, particularly the discussion under the caption
"Item 1A, RISK FACTORS" in our annual report on Form 10-K/A for the
year ended December 31, 2007, which was filed with the Securities
and Exchange Commission on April 29, 2008. The forward-looking
statements in this press release and on the related conference call
are qualified by these risk factors. These are factors that,
individually or in the aggregate, we think could cause our actual
results to differ materially from expected and historical results.
We assume no obligation to publicly update any forward-looking
statements, whether as a result of new information, future
developments or otherwise. Tender Offer Statement This
communication is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any shares of
Indevus common stock. The tender offer described herein has not yet
been commenced. On the commencement date of the tender offer, an
offer to purchase, a letter of transmittal and related documents
will be filed with the Securities and Exchange Commission ("SEC"),
will be mailed to Indevus stockholders and will also be made
available for distribution to beneficial owners Indevus common
stock. The solicitation of offers to buy shares of Indevus common
stock will only be made pursuant to the offer to purchase, the
letter of transmittal and related documents. Indevus stockholders
are strongly advised to read both the tender offer statement on
Schedule TO, as it may be amended from time to time, and the
solicitation/recommendation statement on Schedule 14D-9, as it may
be amended from time to time, regarding the tender offer when they
become available as they will contain important information,
including the various terms of, and conditions to, the tender
offer. The tender offer statement will be filed by Endo and BTB
Purchaser Inc. with the SEC, and the solicitation/recommendation
statement will be filed by Indevus with the SEC. Investors and
stockholders may obtain free copies of these statements (when
available) and other documents filed by Endo, BTB Purchaser Inc.
and Indevus at the SEC's website at http://www.sec.gov/. In
addition, the tender offer statement and related materials will be
available for free at Endo's website at http://www.endo.com/ or by
directing such requests to Endo (Investor Relations) at (610)
459-7158, , or by calling MacKenzie Partners, the information agent
for the offer toll-free at (800) 322-2885. The
solicitation/recommendation statement and such other documents will
be available by directing such requests to Indevus (Investor
Relations) at (781) 402-3405, . DATASOURCE: Endo Pharmaceuticals
CONTACT: Investors: Blaine Davis, VP, Corporate Affairs of Endo
Pharmaceuticals, +1-610-459-7158; or Media: Justin Jackson of Burns
McClellan on behalf of Endo Pharmaceuticals, +1-212-213-0006, ext.
327, Web Site: http://www.endo.com/
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