Dollar Tree, Family Dollar amend merger agreement: Dollar Tree will divest as many stores as necessary
CHESAPEAKE, Va. — Following Family Dollar's rejection of Dollar General's latest merger offer, Dollar Tree and Family Dollar on Friday announced that the two companies have amended their merger agreement to include a commitment by Dollar Tree to divest as many stores as necessary or advisable to obtain antitrust clearance for the previously announced cash and stock transaction.
All other terms and conditions of the merger agreement remain the same as announced on July 28, 2014.
"Dollar Tree is committed to working hard to complete our acquisition of Family Dollar as quickly as possible. Our amended agreement is clearly superior to Dollar General's revised proposal based on antitrust risk, deal certainty and time value of money," stated Bob Sasser, Dollar Tree CEO. "Unlike Dollar General, we expect to be required to divest few, if any, stores because our business model is significantly different from Family Dollar's model. Our product assortment and pricing is not driven by local competition, and we have very limited store overlap."
The two companies also announced today that their expectations for a closing date for the transaction have accelerated to as early as the end of November 2014.
Lastly, the two companies disclosed that they expect the Federal Trade Commission to issue a "second request" for additional information on Sept. 8, 2014. The "second request" was expected and the companies are confident that regulatory approval will be obtained.
Under the terms of the agreement announced on July 28, 2014, Family Dollar shareholders will receive $59.60 in cash and $14.90 equivalent in Dollar Tree shares for each common share of Family Dollar owned, subject to a collar. At closing, Family Dollar shareholders would own no less than 12.7% and no more than 15.1% of the outstanding common stock of Dollar Tree.
J.P. Morgan Securities is acting as exclusive financial advisor to the board of directors of Dollar Tree, and J.P. Morgan Chase Bank, Wells Fargo Bank, National Association, Bank of America, Royal Bank of Canada and U.S. Bank, National Association, and certain of their affiliates have committed to provide financing for the transaction. Wachtell, Lipton, Rosen & Katz and Williams Mullen are acting as legal counsel to Dollar Tree in connection with the transaction. Morgan Stanley & Co. is acting as exclusive financial advisor to the board of directors of Family Dollar in connection with the transaction. Cleary Gottlieb Steen & Hamilton is serving as legal counsel to Family Dollar.
Purdue Pharma presents efficacy, abuse deterrent potential of pain medication Hysingla ER
LAS VEGAS — At the PainWeek national conference on Thursday, Purdue Pharma shared results from several studies and post-hoc analyses evaluating its investigational pain medication, once-daily hydrocodone bitartrate, which is expected to be marketed under the trade name, Hysingla ER.
The investigational analgesic is a single-entity product that does not include acetaminophen. The tablets are formulated with abuse-deterrent properties designed to make the product more difficult to manipulate for the purpose of misuse or abuse by various routes of administration (e.g., chewing, snorting and intravenous injection).
The studies found that Hysingla ER was an effective pain reliever for patients with chronic pain and that the drug has a lower abuse profile as compared to other abuse-prone analgesics.
“These studies continue to support the fact that, if approved by the Food and Drug Administration, Hysingla ER could be an important alternative for healthcare professionals treating patients in chronic pain with a hydrocodone product formulated with physicochemical properties intended to deter abuse,” stated Todd Baumgartner, VP research and development and chief medical officer at Purdue Pharma.
Purdue Pharma: Abuse rates of OxyContin significantly down three years after reformulation
STAMFORD, Conn. — Purdue Pharma on Thursday presented results from two epidemiological studies evaluating the reformulation of OxyContin, which occurred in 2010, that showed a marked decrease in rates of abuse, addiction and poisoning in the first year after the product was introduced to the marketplace with physicochemcial properties intended to decrease abuse, misuse and diversion by various routes of administration (e.g., snorting and intravenous injection).
These studies also show that declines in abuse and diversion have persisted three years since the introduction.
For the first study, among all patients prescribed OxyContin, diagnoses for opioid abuse, addiction or poisoning decreased by 12% when comparing the year before to the year after reformulation. The second study examined the abuse and diversion of reformulated OxyContin three years after being introduced on the market and found that in all surveillance systems, reductions in rates of abuse were observed for both oral and non-oral routes of administration although the magnitude of decline was larger for abuse through non-oral routes. Rates declined approximately 20% in the first quarter in the post-reformulation period (Q1 2011), to more than a 70% decline by the end of the 3-year follow-up (Q4 2013).
Purdue Pharma’s OxyContin is an extended-release oxycodone product that was originally approved by the Food and Drug Administration in 1995 and reformulated with abuse deterrent properties to make the tablet more difficult to manipulate for misuse and abuse. Approved in April 2010 the product was shipped in August 2010 when shipments of the original formulation ceased. OxyContin has physicochemical properties expected to make abuse via injection and intranasal route difficult. However, abuse of OxyContin by these routes, as well as by the oral route is still possible.
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