News Release
Mallinckrodt Pharmaceuticals and Questcor Pharmaceuticals Announce Early Termination of HSR Act Waiting Period
DUBLIN, Ireland & ANAHEIM, Calif.--(BUSINESS WIRE)--May 12, 2014--
Mallinckrodt
plc (NYSE: MNK), and Questcor
Pharmaceuticals, Inc. (NASDAQ: QCOR), today announced that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (“HSR”), in connection with Mallinckrodt’s proposed
acquisition of Questcor, was terminated by the United States Federal
Trade Commission on May 9, 2014.
As previously announced on April 7, 2014, Mallinckrodt and Questcor
entered into a definitive merger agreement pursuant to which
Mallinckrodt would acquire Questcor in a cash and stock transaction. The
early termination of the HSR waiting period satisfies one of the
conditions to the proposed acquisition. The proposed acquisition remains
subject to other customary closing conditions, including approval by the
shareholders of Questcor and Mallinckrodt. Subject to the satisfaction
of these other closing conditions, the transaction is currently expected
to be completed in the third calendar quarter of 2014.
About Mallinckrodt plc
Mallinckrodt is a global specialty pharmaceutical and medical imaging
business that develops, manufactures, markets and distributes specialty
pharmaceutical products and medical imaging agents. The company's core
strengths include the acquisition and management of highly regulated raw
materials; deep regulatory expertise; and specialized chemistry,
formulation and manufacturing capabilities. The company's Specialty
Pharmaceuticals segment includes branded and specialty generic drugs and
active pharmaceutical ingredients, and the Global Medical Imaging
segment includes contrast media and nuclear imaging
agents. Mallinckrodt has approximately 5,500 employees worldwide and a
commercial presence in roughly 65 countries. The company's fiscal 2013
revenue totaled $2.2 billion. To learn more about Mallinckrodt, visit www.mallinckrodt.com.
About Questcor Pharmaceuticals, Inc.
Questcor Pharmaceuticals, Inc. is a biopharmaceutical company focused on
the treatment of patients with serious, difficult-to-treat autoimmune
and inflammatory disorders. Questcor also provides specialty contract
manufacturing services to the global pharmaceutical industry through its
wholly-owned subsidiary, BioVectra Inc. For more information about
Questcor, please visit www.questcor.com.
Cautionary Statements Related to Forward-Looking Statements
Statements in this document that are not strictly historical, including
statements regarding the proposed acquisition, the expected timetable
for completing the transaction, future financial and operating results,
benefits and synergies of the transaction, future opportunities for the
combined businesses and any other statements regarding events or
developments that we believe or anticipate will or may occur in the
future, may be "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995, and involve a number
of risks and uncertainties. There are a number of important factors that
could cause actual events to differ materially from those suggested or
indicated by such forward-looking statements and you should not place
undue reliance on any such forward-looking statements. These factors
include risks and uncertainties related to, among other things: general
economic conditions and conditions affecting the industries in
which Mallinckrodt and Questcor operate; the commercial success
of Mallinckrodt's and Questcor's products, including H.P. Acthar®
Gel; Mallinckrodt's and Questcor's ability to protect intellectual
property rights; the parties' ability to satisfy the merger agreement
conditions and consummate the merger on the anticipated timeline or at
all; the availability of financing, including the financing contemplated
by the debt commitment letter, on anticipated terms or at
all; Mallinckrodt's ability to successfully integrate Questcor's
operations and employees with Mallinckrodt's existing business; the
ability to realize anticipated growth, synergies and cost savings;
Questcor's performance and maintenance of important business
relationships; the lack of patent protection for Acthar, and the
possible United States Food and Drug Administration ("FDA") approval and
market introduction of additional competitive products; Questcor's
reliance on Acthar for substantially all of its net sales and profits;
Questcor's ability to continue to generate revenue from sales of Acthar
to treat on-label indications associated with nephrotic syndrome,
multiple sclerosis, infantile spasms or rheumatology-related conditions,
and Questcor's ability to develop other therapeutic uses for Acthar;
volatility in Questcor's Acthar shipments, estimated channel inventory,
and end-user demand; an increase in the proportion of Questcor's Acthar
unit sales comprised of Medicaid-eligible patients and government
entities; Questcor's research and development risks, including risks
associated with Questcor's work in the area of nephrotic syndrome and
Lupus, and Questcor's efforts to develop and obtain FDA approval of
Synacthen; Mallinckrodt's ability to receive procurement and production
quotas granted by the U.S. Drug Enforcement Administration;
Mallinckrodt's ability to obtain and/or timely transport molybdenum-99
to our technetium-99m generator production facilities; customer
concentration; cost-containment efforts of customers, purchasing groups,
third-party payors and governmental organizations;
Mallinckrodt's ability to successfully develop or commercialize new
products; competition; Mallinckrodt's ability to integrate acquisitions
of technology, products and businesses generally; product liability
losses and other litigation liability; the reimbursement practices of a
small number of large public or private issuers; complex reporting and
payment obligation under healthcare rebate programs; changes in laws and
regulations; conducting business internationally; foreign exchange
rates; material health, safety and environmental liabilities; litigation
and violations; information technology infrastructure; and restructuring
activities. Additional information regarding the factors that may cause
actual results to differ materially from these forward-looking
statements is available in (i)Mallinckrodt's SEC filings, including its
Annual Report on Form 10-K for the fiscal year ended September 27,
2013,its Quarterly Report on Form 10-Q for the quarterly period
ended December 27, 2013 and its Quarterly Report on Form 10-Q for the
quarterly period ended March 28, 2014; (ii) the SEC filings of Cadence
Pharmaceuticals, Inc., which was acquired by Mallinckrodt on March 19,
2014, including its Annual Report on Form 10-K for the fiscal year
ended December 31, 2013; and (iii) Questcor's SEC filings, including its
Annual Report on Form 10-K for the year ended December 31, 2013 and its
Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2014. The forward-looking statements made herein speak only as of the
date hereof and none of Mallinckrodt, Questcor or any of their
respective affiliates assumes any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events and developments or otherwise, except as required by law.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. In connection with the proposed transaction
between Mallinckrodt and Questcor, Mallinckrodt will file with
the Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 that will include a joint proxy statement
of Mallinckrodt and Questcor that also constitutes a prospectus
of Mallinckrodt. The definitive joint proxy statement/prospectus will be
delivered to shareholders of Mallinckrodt and Questcor. INVESTORS AND
SECURITY HOLDERS OF MALLINCKRODT AND QUESTCOR ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT
WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies of the
registration statement and the definitive joint proxy
statement/prospectus (when available) and other documents filed with
the SEC by Mallinckrodt and Questcor through the website maintained by
the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Mallinckrodt will be
available free of charge on Mallinckrodt' internet website at www.mallinckrodt.com or
by contacting Mallinckrodt's Investor Relations Department at (314)
654-6650. Copies of the documents filed with the SEC by Questcor will be
available free of charge on Questcor's internet website at www.questcor.com or
by contacting Questcor's Investor Relations Department at (714) 497-4899.
Participants in the Merger Solicitation
Mallinckrodt, Questcor, their respective directors and certain of their
executive officers and employees may be considered participants in the
solicitation of proxies in connection with the proposed transaction.
Information regarding the persons who may, under the rules of the SEC,
be deemed participants in the solicitation of the Mallinckrodt and
Questcor shareholders in connection with the proposed merger and a
description of their direct and indirect interests, by security holdings
or otherwise, will be set forth in the joint proxy statement/prospectus
when it is filed with the SEC. Information about the directors and
executive officers of Mallinckrodt is set forth in its proxy statement
for its 2014 annual meeting of stockholders, which was filed with
the SEC on January 24, 2014 . Information about the directors and
executive officers of Questcor is set forth in its proxy statement for
its 2013 annual meeting of stockholders, which was filed with
the SEC on April 15, 2013.
Photos/Multimedia Gallery Available: http://www.businesswire.com/multimedia/home/20140512005478/en/
Source: Mallinckrodt
Contacts for Mallinckrodt:
Investors
Mallinckrodt
John
Moten, 314-654-6650
Vice President, Investor Relations
john.moten@mallinckrodt.com
or
Media
Kekst
and Company
Jeffrey Taufield or Daniel Yunger, 212-521-4879
jeffrey-taufield@kekst.com
daniel-yunger@kekst.com
or
Mallinckrodt
Meredith
Fischer, 314-654-3318
Senior Vice President, Communications and
Public Affairs
meredith.fischer@mallinckrodt.com
or
Contacts
for Questcor:
Investors
IR2@questcor.com
714-497-4899
or
Media
Joele
Frank, Wilkinson Brimmer Katcher
Jennifer Beugelmans or Daniel
Katcher, 212-355-4449