ALISO VIEJO, Calif., Dec. 5, 2014 /PRNewswire/ -- Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR) today announced that, as a result of the entry by Avanir Pharmaceuticals into an agreement and plan of merger with Otsuka Pharmaceutical Co., Ltd., and Bigarade Corporation, a wholly owned subsidiary of Otsuka Pharmaceutical, on December 1, 2014, Avanir Pharmaceuticals is cancelling its previously scheduled Fiscal 2014 Fourth Quarter Financial Results and Conference Call.
Avanir Pharmaceuticals plans to file its Annual Report on Form 10-K for the fiscal year ended September 30, 2014 on or by December 15, 2014.
About Avanir Pharmaceuticals, Inc.
Avanir Pharmaceuticals, Inc. is a biopharmaceutical company focused on bringing innovative medicines to patients with central nervous system disorders of high unmet medical need. As part of our commitment, we have extensively invested in our pipeline and are dedicated to advancing medicines that can substantially improve the lives of patients and their loved ones. For more information about Avanir, please visit www.avanir.com.
AVANIR® is a trademark or registered trademark of Avanir Pharmaceuticals, Inc. in the United States and other countries.
©2014 Avanir Pharmaceuticals, Inc. All Rights Reserved.
The statements included in this press release that are not a description of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words or phrases such as "believe," "may," "could," "will," "estimate," "continue," "anticipate," "intend," "seek," "plan," "expect," "should," "would" or similar expressions are intended to identify forward-looking statements. These forward-looking statements include without limitation statements regarding the planned completion of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 1, 2014, by and among Avanir Pharmaceuticals, Inc. ("Avanir"), Otsuka Pharmaceutical Co., Ltd. ("Otsuka") and Bigarade Corporation ("Acquisition Sub"). Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the tender offer and the merger; uncertainties as to the percentage of Avanir stockholders tendering their shares in the tender offer; the possibility that competing offers will be made; the possibility that various closing conditions for the tender offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, vendors and other business partners; the risk that stockholder litigation in connection with the tender offer or the merger may result in significant costs of defense, indemnification and liability; and risks and uncertainties pertaining to the business of Avanir, including the risks and uncertainties detailed in Avanir's public periodic filings with the Securities and Exchange Commission (the "SEC"), as well as the tender offer materials to be filed by Otsuka and Acquisition Sub and the Solicitation/Recommendation Statement to be filed by Avanir in connection with the tender offer.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and Avanir undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof, except as required by law.
Notice to Investors
The tender offer described above has not yet commenced. This communication is not an offer to buy nor a solicitation of an offer to sell any securities of Avanir. The solicitation and the offer to buy shares of the Avanir's common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Otsuka and Acquisition Sub intend to file with the SEC. In addition, Avanir will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, investors will be able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Avanir on Schedule 14D-9 and related materials with respect to the tender offer and the merger, free of charge at the website of the SEC at www.sec.gov, and from the information agent named in the tender offer materials. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by Avanir under the "Investors" section of Avanir's website at www.avanir.com. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF AVANIR AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.
Avanir Investor & Media Contact
Ian Clements, PhD
+1 (949) 389-6700
Logo - http://photos.prnewswire.com/prnh/20130207/LA55901LOGO
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/avanir-pharmaceuticals-cancels-previously-scheduled-earnings-call-300005600.html
SOURCE Avanir Pharmaceuticals, Inc.