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|Apricus Biosciences Reminds Shareholders to Vote Before the Special Meeting on December 14, 2018|
Seeking Shareholder Approval for Proposed Merger with
“We look forward to this important meeting with our shareholders as we look to complete the proposed merger with Seelos Therapeutics,” stated
About the Proposed Merger
Under the terms of the merger agreement, the holders of Seelos’ outstanding capital stock immediately prior to the merger will receive shares of common stock of Apricus upon closing of the merger. On a pro forma and fully-diluted basis, Seelos shareholders are expected to own approximately 85% of the merged company and current Apricus shareholders are expected to own approximately 15% of the merged company, subject to customary adjustments of net cash upon closing.
Upon closing, current Apricus shareholders will receive one Contingent Value Right (CVR) per share of Apricus common stock owned. The CVR is comprised of the following payments:
In order to be eligible for the CVR, an Apricus shareholder must be a holder of record at the close of business immediately prior to the closing of the merger between Apricus and Seelos.
The proposed merger has been unanimously approved by the board of directors of each company and is expected to close in 2018, subject to approval of the transaction by the shareholders of both companies, and other customary closing conditions.
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, we are using forward-looking statements when we discuss the structure, timing and completion of the proposed merger; the combined company’s listing on Nasdaq after closing of the proposed merger; the possibility that any out-licensing of Vitaros assets will occur and that the conditions to payment under the CVRs will be met; expectations regarding ownership structure of the combined company; the future operations of the combined company and its ability to successfully initiate and complete clinical trials and achieve regulatory milestones and related timing; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; and that the product candidates have the potential to address critical unmet needs of patients with serious diseases and conditions. Apricus and Seelos may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Because such statements deal with future events and are based on Apricus’ current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Apricus could differ materially from those described in or implied by the statements in this press release, including: the risk that the conditions to the closing of the transaction are not satisfied, including the failure to timely or at all obtain shareholder approval for the transaction; uncertainties as to the timing of the consummation of the transaction and the ability of each of Apricus and Seelos to consummate the transaction; risks related to Apricus ability to correctly manage its operating expenses and its expenses associated with the transaction pending closing; risks related to the market price of Apricus’ common stock relative to the exchange ratio; unexpected costs, charges or expenses resulting from the transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger transaction; the uncertainties associated with the clinical development and regulatory approval of product candidates such as SLS-002, SLS-006, SLS-008, SLS-010 and SLS-012, including potential delays in the commencement, enrollment and completion of clinical trials; the potential that earlier clinical trials and studies of Seelos’ product candidates may not be predictive of future results; and the requirement for additional capital to continue to advance these product candidates, which may not be available on favorable terms or at all. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the those risks discussed under the heading “Risk Factors” in Apricus’ annual report on Form 10-K filed with the