UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14D-9
(Rule
14d-101)
Solicitation/Recommendation
Statement
Under
Section 14(d)(4) of the Securities Exchange Act of 1934
NOVEN
PHARMACEUTICALS, INC.
(Name of
Subject Company)
NOVEN
PHARMACEUTICALS, INC.
(Name of
Person Filing Statement)
Common
Stock, par value $.0001 per share
(Title of
Class of Securities)
670009109
(Cusip
Number of Class of Securities)
Peter
Brandt
President
and Chief Executive Officer
Noven
Pharmaceuticals, Inc.
11960
S.W. 144th Street
Miami,
Florida 33186
305-253-5099
(Name,
address and telephone number of person authorized to
receive
notices and communications on behalf of
the
person(s) filing statement)
With
a copy to:
Richard
Hall, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, New York 10019
(212)
474-1293
|
þ
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
NOVEN
AND HISAMITSU ENTER INTO DEFINITIVE MERGER AGREEMENT
Hisamitsu
to Commence All-Cash Tender Offer for 100% of Noven Shares
Noven’s
Existing Operations to Serve as Combined Company’s U.S. Growth
Platform
Miami, Florida USA and Tosu, Saga
Japan – July 14, 2009 – Noven Pharmaceuticals, Inc. (NASDAQ: NOVN) and
Hisamitsu Pharmaceutical Co., Inc. (TSE: 4530) today jointly
announced that they have entered into a definitive merger agreement pursuant to
which Hisamitsu has proposed to acquire Noven for total cash consideration of
approximately $428 million, or $16.50 per share, in an all-cash tender offer for
100% of the outstanding shares of Noven. The offer price represents a
22% premium to the closing price of Noven’s common stock on July 13, 2009, and a
43% premium to Noven’s average closing price for the preceding 90
days.
The
acquisition is expected to be effectuated through a cash tender offer by a
wholly-owned subsidiary of Hisamitsu for the outstanding shares of
Noven. The tender offer, if successful, would be followed by the
merger of the Hisamitsu subsidiary with and into Noven, with Noven surviving as
a wholly-owned subsidiary of Hisamitsu.
The
companies expect that Noven will continue as a standalone business unit,
operating at its current locations in Miami and New York with its existing work
force.
Peter
Brandt, Noven President, CEO and board member, said, “Today is a great day for
Noven, our shareholders, our employees and all Noven
constituents. The proposed acquisition by Hisamitsu – a company Noven
has come to know, respect and trust over the course of several years – provides
substantial value to Noven shareholders, while positioning Noven as the U.S.
growth platform of a global company with significant resources and a vision
aligned with our own. It brings together two industry leaders in
complementary geographic markets that share a joint commitment to the
development, manufacture and commercialization of transdermal and other
therapies. With our combined capabilities and shared vision, we
expect to accelerate the achievement of the Noven mission – to develop and
commercialize products and technologies that meaningfully benefit patients, our
customers and our industry partners – and to achieve that mission on a grander
scale than we could alone.”
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Commenting
on the transaction, Hirotaka Nakatomi, President of Hisamitsu, said, “In Noven,
we believe we have found the ideal catalyst to accelerate Hisamitsu’s strategic
objective of increasing our U.S. presence. The transaction presents
the opportunity to build upon Noven’s impressive capabilities in transdermal
drug development, clinical/regulatory affairs, manufacturing, and product
commercialization. In addition, we believe products incorporating
Noven’s technologies have the potential to supplement Hisamitsu’s development
efforts in Japan and elsewhere, thereby advancing our vision of serving patients
globally with new transdermal therapies that improve the quality of
life.”
Following the transaction, Jeffrey F.
Eisenberg, currently Noven’s Executive Vice President and President of the
Novogyne joint venture, will be named Noven’s President & Chief Executive
Officer. He will
assume the responsibilities of Peter Brandt, who will leave Noven after a
transition period.
The merger agreement was unanimously
approved by the boards of directors of both Noven and Hisamitsu. The
tender offer is expected to commence by July 28, 2009, and to last for 20
business days. Consummation of the tender offer is subject to the
satisfaction of certain customary conditions, including the tender of a majority
of the outstanding shares of Noven on a fully-diluted basis and the receipt of
regulatory approvals. Hisamitsu’s shareholders are not required to
vote on or approve the tender offer or merger. Hisamitsu is currently
the beneficial owner of 1,240,000 shares of Noven common stock, representing
approximately 4.9% of shares outstanding.
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J.P. Morgan Securities Inc. served as
financial advisor to Noven in connection with the transaction, and Cravath,
Swaine & Moore LLP served as Noven’s legal counsel in connection with the
transaction and related matters.
Lazard served as financial advisor
to Hisamitsu in connection with the transaction, and
Nishimura & Asahi and Debevoise & Plimpton LLP served as Hisamitsu’s legal counsel in connection with the
transaction and related matters.
Concurrent with this press release,
Noven issued a press release announcing positive Phase 2 clinical trial results
for Noven’s Mesafem™ product, a non-hormonal therapy in development by Noven for
the treatment of vasomotor symptoms (hot flashes) associated with
menopause. The press release can be found at www.noven.com.
About Noven
Noven Pharmaceuticals, Inc. is a
specialty pharmaceutical company engaged in the research, development,
manufacture, marketing and sale of prescription pharmaceutical
products. Noven’s business and operations are focused in three
principal areas – transdermal drug delivery, the Novogyne Pharmaceuticals joint
venture, and Noven Therapeutics, Noven’s specialty pharmaceutical marketing and
sales unit. Noven is committed to developing and offering products
and technologies that meaningfully benefit patients, its customers and its
industry partners. For more information, visit www.noven.com.
About Hisamitsu
Hisamitsu Pharmaceutical Co., Inc. is a
leading pharmaceutical company that develops and markets ethical and
over-the-counter (“OTC”) pharmaceutical products using TDDS
technology. The leading product in ethical pharmaceuticals is
Mohrus® series, ketoprofen patch for pain, and
the leading brand in the OTC business is “Salonpas®”. The company was founded in
1847 and is located in Saga, Japan. Additional information is
available through its corporate website, www.hisamitsu.co.jp.
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Important Information about the Tender
Offer
The tender offer described herein has
not yet commenced and this communication is neither an offer to purchase nor the
solicitation of an offer to sell any securities. At an appropriate
time, Noven intends to file a tender offer
solicitation/recommendation statement, and Hisamitsu intends to file a Schedule TO and
related documents (together with the tender offer solicitation/recommendation
statement, the “Tender
Offer Documents”) with
the Securities and Exchange
Commission (SEC). Investors and security holders are urged to read
the Tender Offer
Documents and any other
relevant documents filed with the SEC when they become available, because they
will contain important information. Investors and security holders
may obtain a free copy of the Tender Offer Documents and other documents (when available)
that Noven or Hisamitsu files with the SEC at the SEC’s website
at www.sec.gov. In addition, the tender offer
solicitation/recommendation statement and other documents filed by Noven with the SEC may be obtained from
Noven free of charge by directing a request
to Joseph C. Jones, Noven’s Vice President – Corporate Affairs,
at 305-253-1916.
Safe Harbor
Statement
Except for historical information
contained herein, the matters discussed in this press release contain
forward-looking statements that involve substantial risks and
uncertainties. Statements that are not historical facts, including
statements that are preceded by, followed by, or that include, the words
“believes,” “anticipates,” “plans,” “expects” or similar expressions, and
statements that involve risks and uncertainties concerning Hisamitsu’s
acquisition of Noven, are forward-looking statements. Noven’s
estimated or anticipated future results, product performance or other
non-historical facts are forward-looking and reflect Noven’s current perspective
on existing trends and information. Actual results, performance or
achievements could differ materially from those contemplated, expressed or
implied by the forward-looking statements contained herein. These
forward-looking statements are based largely on the current expectations of
Noven and, where
applicable, Hisamitsu, and are subject to a number of risks and
uncertainties that are subject to change based on factors that are, in many
instances, beyond Noven’s and Hisamitsu’s control. These factors
include, but are not limited to, the timing and completion of the proposed
tender offer for the outstanding shares of Noven, the ability to complete the
tender offer and subsequent merger successfully, in a timely fashion and on the
terms agreed to by the parties, and the anticipated impact of the acquisition on
Noven’s or Hisamitsu’s operations and financial results.
Accordingly, no assurances can be given that any of the events anticipated by
the forward-looking statements will occur or, if any of them do, what impact
they will have on either Noven’s or Hisamitsu’s results of operations or
financial condition. Unless required by law, Noven and Hisamitsu undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
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Noven Investor Contact:
Joseph C. Jones
Vice President – Corporate
Affairs
Noven Pharmaceuticals,
Inc.
E-mail: jjones@noven.com
305-253-1916
Noven Press Contact:
Michael Geczi
Managing Director
Financial Dynamics
E-mail: michael.geczi@fd.com
312-553-6735
Hisamitsu Contact:
Shinichiro
Takao
Executive Officer,
Corporate Strategic Planning Division
Hisamitsu
Pharmaceutical Co., Inc.
E-mail:
Shinichiro_Takao@hisamitsu.co.jp
+81-3-5293-1713
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