DUBLIN, June 27, 2016 /PRNewswire/ -- Jazz
Pharmaceuticals plc (Nasdaq: JAZZ) announced that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended ("HSR"), with respect to its proposed acquisition
of Celator Pharmaceuticals, Inc. ("Celator"; Nasdaq: CPXX) expired
effective June 24, 2016, at
11:59 p.m. (Eastern Daylight
Time).
As previously announced on May 31,
2016, Jazz Pharmaceuticals and Celator entered into a
definitive merger agreement under which Jazz Pharmaceuticals has
commenced a tender offer for all of the outstanding shares of
Celator at $30.25 per share in cash,
representing total consideration of approximately $1.5 billion. The expiration of the HSR
waiting period satisfies one of the conditions required to
consummate the tender offer. The closing of the tender offer
remains subject to other customary conditions, including the tender
of a majority of the outstanding shares of Celator common
stock.
The tender offer and withdrawal rights will expire at one minute
following 11:59 p.m., New York City
Time, on July 11, 2016, unless the
tender offer is extended or terminated earlier in accordance with
the terms of the definitive merger agreement. The Offer to
Purchase dated June 10, 2016,
relating to the tender offer has been filed with the United States
Securities and Exchange Commission ("SEC") and can be viewed
online, along with any amendments thereto, at www.sec.gov.
About Jazz
Pharmaceuticals
Jazz Pharmaceuticals plc (Nasdaq: JAZZ) is an international
biopharmaceutical company focused on improving patients' lives by
identifying, developing and commercializing meaningful products
that address unmet medical needs. The company has a diverse
portfolio of products and product candidates, with a focus in the
areas of sleep and hematology/oncology. In these areas, Jazz
Pharmaceuticals markets Xyrem® (sodium oxybate) oral solution,
Erwinaze® (asparaginase Erwinia chrysanthemi) and Defitelio®
(defibrotide sodium) in the U.S. and markets Erwinase® and
Defitelio® (defibrotide) in countries outside the U.S. For
more information, please visit www.jazzpharmaceuticals.com.
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995
This press release contains forward-looking statements,
including, but not limited to, statements related to the
anticipated consummation of the tender offer for Celator common
stock and other statements that are not historical facts.
These forward-looking statements are based on the company's
current expectations and inherently involve significant risks and
uncertainties. Actual results and the timing of events could
differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which
include, without limitation, risks related to Jazz Pharmaceuticals'
ability to complete the tender offer on the proposed terms and
schedule, including risks and uncertainties related to the
satisfaction of closing conditions; whether sufficient Celator
stockholders tender their shares; the outcome of legal proceedings
that may be instituted against the companies and/or others relating
to the acquisition; and those other risks detailed under the
caption "Risk Factors" and elsewhere in Jazz Pharmaceuticals'
SEC filings and reports, including in Jazz Pharmaceuticals'
Quarterly Reports on Form 10-Q for the quarter ended March 31,
2016, which is filed with the SEC, and future filings and reports
by the company. Jazz Pharmaceuticals undertakes no duty or
obligation to update any forward-looking statements contained in
this press release as a result of new information, future events or
changes in its expectations.
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