DUBLIN and ANAHEIM, Calif., July
14, 2014 /PRNewswire/ -- Mallinckrodt plc (NYSE: MNK)
and Questcor Pharmaceuticals, Inc. (NASDAQ: QCOR) today announced
that the registration statement on Form S-4 filed with the U.S.
Securities and Exchange Commission ("SEC") by Mallinckrodt plc on May 16,
2014 and amended on July 11,
2014, which includes a joint proxy statement of Mallinckrodt and Questcor that also constitutes a
prospectus of Mallinckrodt, was
declared effective on July 11, 2014.
The registration statement on Form S-4 is available on the SEC's
EDGAR system, and may be accessed at: http://www.sec.gov.
The companies also announced that they have each scheduled
shareholder meetings on August 14,
2014, for shareholders of record on July 9, 2014 to consider (i) in the case of
Mallinckrodt, its proposal to issue its
ordinary shares in connection with its proposed acquisition of
Questcor and (ii) in the case of Questcor, approval of the merger
agreement with Mallinckrodt and related
matters.
Mallinckrodt's extraordinary general
meeting of shareholders will be held at 3:00
p.m. local time at the offices of Arthur Cox, Earlsfort Centre, Earlsfort Terrace,
Dublin 2, Ireland. Questcor's special meeting of
shareholders will be held at 8:00
a.m. local time at the offices of Latham & Watkins, 650
Town Center Drive, Costa Mesa,
California.
The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to the transaction was
terminated early by the Federal Trade Commission on May 9, 2014. Subject to other customary closing
conditions and the required approvals of Mallinckrodt and Questcor shareholders, the
transaction is currently expected to be completed in August 2014.
Individuals with questions about the merger, the Mallinckrodt extraordinary general meeting or the
Questcor special meeting may contact the appropriate representative
listed below. Similarly, those contacts may be used by anyone
wishing to obtain copies of the joint proxy statement/prospectus of
Mallinckrodt and Questcor relating to
the transaction, proxy cards, election forms or other documents
incorporated by reference in the joint proxy statement/prospectus.
There will be no charge for any documents requested. Copies of the
documents filed with the SEC by each company are also available on
their respective websites.
For Mallinckrodt Shareholders:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
mnk@dfking.com
Banks and brokers call collect: (212)
269-5550
Shareholders call toll-free: (888) 542-7446
For Questcor Shareholders:
MacKenzie Partners,
Inc.
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
Call collect: (212)
929-5500
Call toll-free: (800) 322-2885
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's specific areas of focus are in the fields of neurology,
nephrology, pulmonology and rheumatology, and the company is
currently supporting research efforts in a variety of conditions
having significant unmet medical need. 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 areas of nephrotic syndrome
and lupus, and Questcor's efforts to develop and obtain FDA
approval of Synacthen™ Depot; 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 its
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 achieve anticipated
benefits of price increases; 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 obligations 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 the
amendment thereto on Form 10-K/A), its Quarterly Report on Form
10-Q for the quarterly period ended March
31, 2014, and its Current Report on Form 8-K filed with the
SEC on July 10, 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 has filed with the Securities and
Exchange Commission (the "SEC") a registration statement on Form
S-4 containing a joint proxy statement of Mallinckrodt and Questcor that also constitutes a
prospectus of Mallinckrodt. The
registration statement on Form S-4 was declared effective by the
SEC on July 11, 2014. Each of
Mallinckrodt and Questcor will commence
mailing the joint proxy statement/prospectus to its respective
shareholders as soon as possible. INVESTORS AND SECURITY HOLDERS OF
MALLINCKRODT AND QUESTCOR ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders can obtain free copies
of the joint proxy statement/prospectus, the registration statement
and other documents filed with the SEC by Mallinckrodt and Questcor through the website
maintained by the SEC at http://www.sec.gov.
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,
is set forth in the joint proxy statement/prospectus filed by
Mallinckrodt with the SEC. Information
about the directors and executive officers of Mallinckrodt is set forth in its proxy statement
for its 2014 annual general meeting of shareholders, which was
filed with the SEC on January 24,
2014. Information about the directors and executive officers
of Questcor is set forth in its amendment to Annual Report on Form
10-K/A, which was filed with the SEC on April 30, 2014.
CONTACTS FOR MALLINCKRODT:
Investors
John Moten
Vice President, Investor Relations
314-654-6650
john.moten@mallinckrodt.com
Media
Jeffrey Taufield or Daniel Yunger
Kekst and Company
212-521-4879
jeffrey-taufield@kekst.com
daniel-yunger@kekst.com
Meredith Fischer
Senior Vice President, Communications and Public Affairs
314-654-3318
meredith.fischer@mallinckrodt.com
CONTACTS FOR QUESTCOR:
Investors
IR2@questcor.com
714-497-4899
Media
Jennifer Beugelmans or Daniel Katcher
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
SOURCE Mallinckrodt plc