Spencer Pharmaceutical's Board of Directors in Favour of Buyout Offer
12 November 2010 - 2:00PM
Marketwired
Spencer Pharmaceutical Inc. (PINKSHEETS: SPPH) announced today that
its board of directors is in favour of the buyout offer at $0.97
per share.
According to the company, the board of directors is in favour of
a buyout at a price of $0.97 and will work diligently to see to a
successful transaction. The company has requested details from the
acquirer as well as timeline and have requested that funds be
transferred to an independent escrow agent. The company expects to
release the name of the private equity fund on or before November
19, 2010 and file appropriate supplemental information on the
alternative reporting system of the OTC Markets.
Spencer's board of directors will continue to work with its
investment banking advisers to determine the best course of action
and timeline to successfully complete the buyout transaction.
"Although we believe the value of the company to be more towards
$1.58 per share, the offer of $0.97 is acceptable and shareholders
will be provided the opportunity to vote on the offer as per the
normal process," said Dr. Max Arella, President of Spencer
Pharmaceutical Inc. "We have lots of work to do in making sure that
the offer can be approved by shareholders as well as regulatory
authorities; However, we will continue as business as usual with
our licensing of our MET4 and slow release Ibuprofen," further
added Dr. Arella.
The final terms and conditions of the transaction will be
determined in a definitive agreement, which is expected to be
signed on or before December 9, 2010. Although both parties are of
goodfaith, no assurances can be provided that a definitive
agreement will be executed. The execution of a definitive agreement
is subject to, among other things, confirming due diligence by
Spencer and offerer, and other conditions and approvals by both
companies' management, board of directors and shareholders, as
appropriate.
About Spencer Pharmaceutical Inc.
Spencer Pharmaceutical Inc. is a US-based Pharmaceutical
Research and Development Corporation, which is developing
innovative drug release and absorption systems for the treatment of
metabolic diseases such as diabetes and metabolic syndrome.
Important Information About Forward-Looking Statements in this
press release may be "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Words such as "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to the company or
its management, identify forward-looking statements. These
statements are based on current expectations, estimates and
projections about the company's business based, in part, on
assumptions made by management. These statements are not guarantees
of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual
outcomes and results may, and probably will, differ materially from
what is expressed or forecasted in such forward-looking statements
due to numerous factors, including those described above. In
addition, such statements could be affected by risks and
uncertainties related to the exploration for and development of
mineralized material, product demand, market and customer
acceptance, competition, pricing and development difficulties, as
well as general industry and market conditions and growth rates and
general economic conditions. Any forward-looking statements speak
only as of the date on which they are made, and the company does
not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date of this
release. Information on the Company's website does not constitute a
part of this release.
Contact: Dr. Max Arella President Spencer Pharmaceutical Inc.
Tel. 1+(617) 973-5017
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