Shepard Vision, Inc., a Delaware corporation (the “Purchaser”)
and a wholly-owned subsidiary of Nichi-Iko Pharmaceutical Co., Ltd.
(the “Parent”), a joint stock corporation organized under the laws
of Japan, today announced that it has commenced its previously
announced tender offer to acquire all of the outstanding shares of
common stock of Sagent Pharmaceuticals, Inc. (“Sagent”), a Delaware
corporation (NASDAQ: SGNT), at a price of $21.75 per Share (the
“Offer Price”), net to the holder in cash, without interest, less
any applicable withholding taxes (the “Offer”).
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The Offer is being made pursuant to the Agreement and Plan of
Merger, dated as of July 10, 2016 (as it may be amended, modified
or supplemented from time to time, the “Merger Agreement”), by and
among the Parent, the Purchaser and Sagent.
The Offer and withdrawal rights expire at the time that is one
minute following 11:59 p.m. (12:00 a.m.), New York City time, on
August 26, 2016, unless the Purchaser extends the Offer. The Offer
is subject to conditions, including the tender of a majority of
Shares outstanding and the expiration or earlier termination of any
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and other customary
conditions. The Offer is not subject to any financing
condition.
Pursuant to and subject to the Merger Agreement, as soon as
practicable following the consummation of the Offer, Purchaser
will, in accordance with Section 251(h) of the General Corporation
Law of the State of Delaware (the “DGCL”), merge with and into
Sagent (the “Merger”), with Sagent continuing as the surviving
corporation and a wholly-owned subsidiary of Parent. Each Share
outstanding immediately prior to the time the Merger becomes
effective (other than Shares (i) owned by Sagent, Parent or
Purchaser or their respective subsidiaries, or (ii) held by a
Sagent stockholder who is entitled to demand and properly demands
appraisal of such Shares pursuant to, and in compliance in all
respects with, the provisions of Section 262 of the DGCL, and in
the case of (i), such Shares will no longer be outstanding and will
automatically be canceled and will cease to exist, and no
consideration will be delivered in exchange therefor) will be
automatically canceled and converted into the right to receive
$21.75 per Share in cash, without interest, less any applicable
withholding taxes.
Sagent’s board of directors has unanimously adopted resolutions
(i) approving the execution, delivery and performance of the Merger
Agreement, (ii) determining that entering into the Merger Agreement
is in the best interest of Sagent and its stockholders, (iii)
declaring the Merger Agreement and the transactions contemplated by
the Merger Agreement, including the Offer and the Merger, advisable
and (iv) recommending that Sagent’s stockholders accept the Offer
and tender their shares into the Offer.
About Nichi-Iko Pharmaceutical Co., Ltd
Parent is the largest generic drug manufacturer in Japan by
sales. In its fiscal year ended March 31, 2014, it became the first
Japanese generic medicine manufacturer to reach JPY100 billion in
annual sales (approximately, $950 million as of July 28, 2016) and
consolidated net sales in the fiscal year ended March 31, 2016
reached JPY143.5 billion (approximately $1.36 billion as of July
28, 2016). Since its establishment in 1965, Parent has earned a
reputation for operating at the forefront of quality assurance with
premium quality generic pharmaceuticals. It has grown market share
with an extensive lineup of more than 1,000 commercialized products
— the largest number among domestic pharmaceutical manufacturers —
as well as strong relationships with wholesalers. Parent’s
development has been enhanced by six acquisitions and nine business
alliances since the appointment of current President & CEO
Yuichi Tamura in 2000. Parent employs 1,142 people and operates
seven production sites, one research and development facility, and
four distribution centers throughout Japan. Parent’s Medium-term
Business Plan for the three fiscal years from April 2016 through
March 2019 contemplates Parent growing to be a global top 10
generics pharmaceutical company. This plan, which Parent refers to
as “Obelisk” incorporates three core strategies: Power of
Expansion, Power of Production, and Power of Development. Parent is
listed on the Tokyo Stock Exchange and its current market
capitalization is approximately JPY 140 billion (approximately
$1.33 billion as of July 28, 2016). For more information, visit
www.nichiiko.co.jp/english.
About Sagent Pharmaceuticals
Sagent Pharmaceuticals, founded in 2006, is a leading provider
of affordable pharmaceuticals to the hospital market. Sagent has
created a unique, global network of resources, comprising rapid
development capabilities, sophisticated manufacturing and
innovative drug delivery technologies, resulting in an extensive
and rapidly expanding pharmaceutical product portfolio that
fulfills the evolving needs of patients.
Important Information
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Sagent common stock. The solicitation and offer to buy
shares of Sagent common stock will only be made pursuant to an
offer to purchase and related materials that the Purchaser and the
Parent files with the U.S. Securities and Exchange Commission (the
“SEC”). The Purchaser and the Parent are filing a Tender Offer
statement on Schedule TO with the SEC, and Sagent is filing a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the Offer. Sagent’s stockholders are advised to read the
Schedule TO (including the offer to purchase, the related letter of
transmittal and other offer documents) and the Schedule 14D-9, as
each may be amended or supplemented from time to time, and any
other relevant documents filed with the SEC when they become
available before they make any decision with respect to the Offer
because they will contain important information about the Offer,
the Merger and the parties thereto. Both the Tender Offer statement
and the solicitation/recommendation statement is being mailed to
Sagent’s stockholders free of charge. Investors and stockholders
may obtain free copies of the Schedule TO and Schedule 14D-9, as
each may be 2 amended or supplemented from time to time, and other
documents filed by the parties (when available) at the SEC’s web
site at www.sec.gov or from Okapi Partners LLC, the information
agent for the Offer (the “Information Agent”). Questions, requests
for assistance and requests for additional copies of the Offer
materials may be directed to the Information Agent, at the address
and telephone number set forth below.
Cautionary Statement Regarding Forward-Looking
Statements
Any statements made in this communication that are not
descriptions of historical facts, including those relating to the
potential effects and benefits of the transaction on both Parent
and Sagent and any other statements about future expectations, are
forward-looking statements that are based on management’s beliefs,
certain assumptions and current expectations, and should be
evaluated as such. Forward-looking statements also include
statements that may relate to Parent’s or Sagent’s plans,
objectives, strategies, goals, future events, future financial and
operating performance, and other information that is not historical
information. These statements may be identified by their use of
forward-looking terminology such as the words “anticipate,”
“expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,”
“target,” “project,” “could,” “should,” “may,” “will,” “would,”
“continue,” “forecast,” and other similar expressions.
Forward-looking information is based on, among other things,
opinions, assumptions, estimates and analyses that, while
considered reasonable by us at the date the forward-looking
information is provided, are inherently subject to significant
risks, uncertainties, contingencies and other factors that may
cause actual results and events to differ materially from those
expressed or implied by the forward-looking information. There are
a number of important factors that could cause actual results or
events to differ materially from those indicated by such forward
looking statements. These risks and uncertainties include, but are
not limited to, general economic, business and market conditions,
the satisfaction of the conditions to the consummation of the
proposed transaction, the timing of the completion of the proposed
transaction and the potential impact of the announcement or
consummation of the proposed transaction on Sagent’s and Parent’s
important relationships, including with employees, suppliers and
customers. For a further description of the risks and uncertainties
that could cause actual results to differ from those expressed in
these forward-looking statements, as well as risks relating to the
business of Sagent in general, see Sagent’s Form 10-K for the year
ended December 31, 2015, subsequent reports on Form 10-Q and 8-K,
and other filings by Sagent with the SEC. Further, forward-looking
statements speak only as of the date they are made, and neither
Parent nor Sagent undertakes any obligation to update or revise any
forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating
results over time, except as required by law. All written and oral
forward-looking statements attributable to us or persons acting on
our behalf are qualified in their entirety by these cautionary
statements.
The Information Agent for the Offer is:Okapi Partners LLC1212
Avenue of the Americas, 24th FloorNew York, NY 10036Banks and
Brokers, Call: (212) 297-0720All Others, Call Toll-Free: (877)
566-1922Email: info@okapipartners.com
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version on businesswire.com: http://www.businesswire.com/news/home/20160801005772/en/
For Nichi-Iko Pharmaceutical Co., Ltd:JapanAshton
ConsultingDan Underwood, Brendan Jennings+81 (0) 3
5425-7220orU.S.Sard Verbinnen & CoJamie Tully, Robin Weinberg,
Danya Al-Qattan212-687-8080orFor Sagent
PharmaceuticalsJonathan SingerSagent
Pharmaceuticals847-908-1605
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