Contingent Value Rights Issued in September 2008 Will Expire Without Value
SCHAUMBURG, Ill.--(BUSINESS WIRE)-- Fresenius Kabi Pharmaceuticals Holding, Inc., (NASDAQ: APCVZ) today filed its Form 10-K for APP which provides an update on the Contingent Value Rights (CVRs) granted to APP stockholders in September 2008 in conjunction with Fresenius Kabi Pharmaceuticals Holding’s acquisition of APP.
Pursuant to the agreement governing the CVRs, the right to receive a payment with respect to the CVRs was contingent upon APP achieving consolidated cumulative Adjusted EBITDA in excess of $1.268 billion for the measurement period (three years ending December 31, 2010). The consolidated Adjusted EBITDA for the measurement period was $1.126 billion. Since the cumulative Adjusted EBITDA did not exceed the required threshold, CVR holders will not receive any payments on the CVRs and the CVRs will expire without value.
The company will give formal notice to the NASDAQ Capital Market of its intention to deregister under the Securities Exchange Act of 1934 (the “Exchange Act”) and delist the CVRs from the NASDAQ. The Company will also terminate its obligation to file periodic reports, such as a Form 10-K, Form 10-Q or Form 8-K, under the Exchange Act. It is expected that the CVRs will cease trading on NASDAQ on March 4, 2011. The delisting is expected to be made effective by the NASDAQ prior to the end of the first quarter 2011.
About APP Pharmaceuticals, Inc.
APP Pharmaceuticals, Inc. is a fully-integrated pharmaceutical company that develops, manufactures and markets injectable pharmaceutical products with a primary focus on the oncology, anti-infective, anesthetic/analgesic and critical care markets. The company offers one of the most comprehensive product portfolios used in hospitals, long-term care facilities, alternate care sites and clinics within North America and manufactures a comprehensive range of dosage formulations. Fresenius Kabi Pharmaceuticals Holding, Inc., a wholly owned subsidiary of Fresenius Kabi AG, acquired APP Pharmaceuticals, Inc. on September 10, 2008. For more information about APP Pharmaceuticals, Inc., please visit the company’s Web site at www.APPpharma.com.
About Fresenius Kabi AG
Fresenius Kabi AG is the leader in infusion therapy and clinical nutrition in Europe and in its most important countries of Latin America and Asia Pacific. Fresenius Kabi’s core product range includes infusion solutions, blood volume substitutes, I.V. drugs and parenteral nutrition, as well as products for enteral nutrition. Furthermore, the company provides concepts for ambulatory health care and is focused on managing and providing home therapies. With the philosophy “caring for life” and a comprehensive product portfolio, the company aims at improving the quality of life of critically and chronically ill patients all over the world. In 2009, Fresenius Kabi achieved sales of EUR 3,086 million and an operating profit of EUR 607 million. For more information visit the company’s Web site at www.fresenius-kabi.com. Fresenius Kabi AG is a 100% subsidiary of Fresenius SE & Co. KGaA.
The statements contained in this news release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this news release include statements regarding our expectations, beliefs, hopes, goals, intentions, initiatives or strategies, including statements regarding the demand, supply and distribution of our products. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those in the forward-looking statements. Additional relevant information concerning risks are discussed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Fresenius Kabi Pharmaceuticals Holding, Inc. 10-K for the fiscal year ending December 31, 2010 and other documents the company has filed with the Securities and Exchange Commission.
The information contained in this news release is as of the date of this release. Fresenius Kabi Pharmaceuticals Holding, Inc. does not assume any obligation to update or revise these forward-looking statements to conform the statement to actual results, new information, developments or changes in the Company’s expectations.
Investor and Media Inquiries
APP Pharmaceuticals, Inc.
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Director, Corporate Communications
KEYWORDS: United States North America Illinois
INDUSTRY KEYWORDS: Health Biotechnology Pharmaceutical