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Aspreva's Plan of Arrangement with
Galenica Completed
Victoria, B.C January 03, 2008 - Aspreva Pharmaceuticals
Corporation (NASDAQ: ASPV; TSX: ASV) today announced the
completion of the plan of arrangement with Galenica Group (SWX:
GALN), pursuant to which Galenica, through a wholly-owned
Canadian subsidiary, acquired all outstanding shares of Aspreva
for US$26.00 per share in cash.
With the completion of the plan of arrangement, Aspreva will
delist its shares from the NASDAQ on January 3, 2008 and the
Toronto Stock Exchange on January 7, 2008.
Further details regarding the terms of the transaction are set
out in Aspreva's management information circular dated November
15, 2007, which was filed by Aspreva on the Canadian SEDAR
website at www.sedar.com and on the United States Securities and
Exchange Commission's website at
www.sec.gov.
Financial and Legal Advisors
Lazard Frères & Co. LLP and Lehman Brothers Inc. have acted as
financial advisors to Aspreva with respect to the plan of
arrangement. Aspreva's legal advisors are Farris, Vaughan, Wills
& Murphy LLP, McCarthy Tétrault LLP and Cooley Godward Kronish
LLP.
UBS Investment Bank acted as financial advisor to Galenica for
the plan of arrangement. Merrill Lynch International provided
Galenica a second opinion about the transaction. Galenica's
legal advisors are Kellerhals Hess; Blake, Cassels & Graydon LLP
and Skadden, Arps, Slate, Meagher & Flom LLP.
About Galenica
Galenica is a diversified group active throughout the healthcare
market which, among other things, develops, manufactures and
markets pharmaceutical products, runs pharmacies, provides
logistical services and access to databases and sets up
networks. The Galenica Group enjoys a leading position in all
its areas of activity – pharmaceutical manufacturing,
pre-wholesaling, distribution, healthcare information and
retailing. A large part of Galenica's income is generated by
international operations. For more information please visit
www.galenica.com
About Aspreva
Aspreva is a global pharmaceutical company focused on
identifying, developing, and, upon approval, commercializing
evidence-based medicines for patients living with less common
diseases. Aspreva common stock is traded on the NASDAQ Global
Select Market under the trading symbol ASPV and on the Toronto
Stock Exchange under the trading symbol ASV. Learn more about
the company at
www.aspreva.com
For Further Information please contact:
Sage J. Baker
Vice President, IR & Corporate Communications
Aspreva Pharmaceuticals
+1 250-708-4270
sbaker@aspreva.com
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of the United States Private Securities Litigation
Reform Act of 1995 and forward-looking information within the
meaning of applicable securities laws in Canada (collectively,
“forward-looking statements”). The words “anticipates”,
“believes”, “budgets”, “could”, “estimates”, “expects”,
“forecasts”, “intends”, “may”, “might”, “plans”, “projects”,
“schedule”, “should”, “will”, “would” and similar expressions
are intended to identify forward-looking statements, although
not all forward-looking statements contain these identifying
words. Forward-looking statements in this news release include,
but are not limited to, statements about the delisting of
Aspreva’s shares from the NASDAQ and TSX. With respect to the
forward-looking statements contained in this news release,
Aspreva has made numerous assumptions regarding, among other
things: Aspreva’s ability to protect its intellectual property
rights and to not infringe on the intellectual property rights
of others; and Aspreva’s ability to comply with applicable
governmental regulations and standards. Readers are cautioned
that the plans, intentions or expectations disclosed in any
forward-looking statements and underlying assumptions may not be
achieved and that they should not place undue reliance on any
forward-looking statement. Actual results or events could differ
materially from the plans, intentions, expectations, and
assumptions expressed or implied in any forward-looking
statements as a result of numerous risks, uncertainties and
other factors, including those relating to: the possibility of
Aspreva not being able to de-list from the NASDAQ or TSX on a
timely basis. For a more thorough discussion of the risks
associated with Aspreva’s business, see the “Risk Factors”
section in Aspreva’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2007, filed with the U.S. Securities
and Exchange Commission at www.sec.gov and with securities
regulatory authorities in Canada at www.sedar.com. Although we
have attempted to identify important risks, uncertainties and
other factors that could cause actual results or events to
differ materially from those expressed or implied in the
forward-looking statements, there may be other factors that
cause actual results or events to differ from those expressed or
implied in the forward-looking statements. All forward-looking
statements are qualified in their entirety by this cautionary
statement and Aspreva undertakes no obligation to revise or
update any forward-looking statements as a result of new
information, future events or otherwise after the date hereof.
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