Form SC TO-T/A Sagent Pharmaceuticals, Filed by: Shepard Vision, Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 7)

 

 

SAGENT PHARMACEUTICALS, INC.

(Name of Subject Company)

SHEPARD VISION, INC.

(Name of Offeror)

A Wholly-Owned Subsidiary of

 

NICHI-IKO PHARMACEUTICAL CO., LTD.

(Name of Offerors)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

 

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

786692103

(CUSIP Number of Class of Securities)

 

 

Mr. Kenji Matsuyama

Senior Director

Nichi-Iko Pharmaceutical Co., Ltd.

5-4 Nihonbashi-Honcho 1-chome

Chuo-ku, Tokyo, Japan 103-0023

+81-3-3276-0215

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of

Filing Persons)

Copy to:

 

Masakazu Iwakura		Toby S. Myerson
Nishimura & Asahi Otemon Tower, 1-1-2 Otemachi, Chiyoda-ku, Tokyo, 100-8124, Japan +81-3-6250-6200		Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 (212) 373-3000

 

 

 

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CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee**
$734,695,947		$73,983.90

*

Estimated solely for purposes of calculating the filing fee. The transaction valuation was calculated by adding (i) 33,088,222 outstanding shares of common stock of Sagent Pharmaceuticals, Inc. (“Sagent”), par value $0.01 per share (the “Shares”), multiplied by the offer price of $21.75 per Share, (ii) 1,849,185 Shares issuable pursuant to outstanding options with an exercise price less than the offer price of $21.75 per Share, multiplied by $5.90, which is the offer price of $21.75 per Share minus the weighted average exercise price for such options of $15.85 per Share, and (iii) 189,284 restricted stock units multiplied by the offer price of $21.75 per Share. The calculation of the filing fee is based on information provided by Sagent as of July 26, 2016.

 

**	The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2016, issued August 27, 2015 by multiplying the transaction value by .0001007.

 

x	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $73,983.90		Filing Party: Nichi-Iko Pharmaceutical Co., Ltd. and Shepard Vision, Inc.
Form or Registration No.: Schedule TO		Date Filed: August 1, 2016

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x

third-party tender offer subject to Rule 14d-1.

 

¨

issuer tender offer subject to Rule 13e-4.

 

¨

going-private transaction subject to Rule 13e-3.

 

¨

amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer.    x

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This Amendment No. 7 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on August 1, 2016 by Shepard Vision, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Nichi-Iko Pharmaceutical Co., Ltd., a joint stock corporation organized under the laws of Japan (“Parent”). The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, $0.01 par value per share (the “Shares”), of Sagent Pharmaceuticals, Inc., a Delaware corporation (“Sagent”), at a price of $21.75 per Share (the “Offer Price”) net to the holder in cash, without interest, subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 1, 2016 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related letter of transmittal (together with any amendments and supplements thereto, the “Letter of Transmittal”), copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, which Offer to Purchase and Letter of Transmittal collectively constitute the “Offer”.

The information in the Offer to Purchase and the Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

Amendments to the Offer to Purchase

Items 1 through 9; Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented as follows:

“At one minute following 11:59 p.m. (12:00 a.m.), New York City time, on August 26, 2016, the Offer expired as scheduled and was not extended. Purchaser was advised by the Depositary that, as of the Expiration Date, a total of 28,229,440 Shares were validly tendered into and not properly withdrawn from the Offer, representing approximately 85.6% of the Shares outstanding as of the Expiration Date. In addition, the Depositary advised that Notices of Guaranteed Delivery have been delivered with respect to 589,169 additional Shares, representing approximately 1.8% of the outstanding Shares as of the Expiration Date.

The number of Shares validly tendered (and not validly withdrawn) pursuant to the Offer satisfied the Minimum Tender Condition. All conditions to the Offer having been satisfied, Purchaser accepted for payment and will promptly pay for all Shares validly tendered into and not properly withdrawn from the Offer.

As soon as practicable following the consummation of the Offer, Parent and Purchaser intend to complete the acquisition of Sagent through the Merger without a meeting of stockholders of Sagent in accordance with Section 251(h) of the DGCL. At the Effective Time, each Share then outstanding (other than Shares that were held by any stockholders who properly demanded appraisal for such Shares in accordance with Section 262 of the DGCL) will be converted into the right to receive the Merger Consideration, without interest and less applicable withholding taxes, except for Shares held by Sagent, Parent or Purchaser, or their respective subsidiaries, which Shares will be cancelled and cease to exist, and no consideration will be delivered in exchange therefor.

Following the consummation of the Merger, the Shares will be delisted and will cease to trade on NASDAQ.

On August 29, 2016, Parent issued a press release announcing the expiration and results of the Offer. The full text of the press release is attached as Exhibit (a)(5)(viii) to the Schedule TO and is incorporated herein by reference.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

Exhibit No.		Description
(a)(5)(viii)		Press Release issued by Parent, dated August 29, 2016
(a)(5)(ix)		Regulatory Press Release issued by Parent on the Tokyo Stock Exchange (English Translation), dated August 29, 2016

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SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 29, 2016

 

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Item 12. Exhibits.

 

Exhibit No.		Description
(a)(1)(i)		Offer to Purchase, dated as of August 1, 2016*
(a)(1)(ii)		Form of Letter of Transmittal (including Internal Revenue Service Form W-9)*
(a)(1)(iii)		Form of Notice of Guaranteed Delivery*
(a)(1)(iv)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(v)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(vi)		Summary Advertisement, as published in The New York Times on August 1, 2016*
(a)(5)(i)		Joint Press Release issued by Parent and Sagent, dated July 11, 2016 (incorporated by reference to the Schedule TO-C filed by Parent on July 11, 2016)
(a)(5)(ii)		Regulatory Press Release issued by Parent, dated July 11, 2016 (incorporated by reference to the Schedule TO-C filed by Parent on July 11, 2016)
(a)(5)(iii)		Letter sent by CEO of Parent to employees of Sagent issued by Parent, dated July 12, 2016, (incorporated by reference to the Schedule TO-C filed by Parent on July 12, 2016)
(a)(5)(iv)		IR Presentation issued by Parent, dated July 11, 2016, (incorporated by reference to the Schedule TO-C filed by Parent on July 11, 2016)
(a)(5)(v)		Press Release announcing commencement of the Offer issued by Parent, dated August 1, 2016*
(a)(5)(vi)		Regulatory Press Release issued by Parent on the Tokyo Stock Exchange (English Translation), dated August 2, 2016*
(a)(5)(vii)		Press Release issued by Parent, dated August 9, 2016*
(a)(5)(viii)		Press Release issued by Parent, dated August 29, 2016
(a)(5)(ix)		Regulatory Press Release issued by Parent on the Tokyo Stock Exchange (English Translation), dated August 29, 2016
(b)(1)		Commitment Letter, dated as of June 23, 2016, among Parent and SMBC*
(b)(2)		Loan Agreement, dated as of August 22, 2016, among Parent, as borrower, and SMBC, as lender*
(c)		Not applicable
(d)(1)		Agreement and Plan of Merger, dated as of July 10, 2016, among Sagent, Parent and Purchaser (incorporated by reference to the Current Report on Form 8-K filed by Parent on July 11, 2016)
(d)(2)		Form of Tender and Support Agreement, dated as of July 10, 2016, among Parent, Purchaser and certain stockholders of Sagent*
(d)(3)		Confidentiality Agreement, dated April 30, 2016, by and between Parent and Sagent*
(e)		Not applicable
(f)		Not applicable
(g)		Not applicable
(h)		Not applicable

 

*	Previously filed.

Exhibit (a)(5)(viii)

 

August 29, 2016

Nichi-Iko Pharmaceutical Co., Ltd. Announces Results of Tender Offer to Purchase All of the

Outstanding Shares of Common Stock of Sagent Pharmaceuticals, Inc.

Tokyo, Japan, August 29, 2016 — Nichi-Iko Pharmaceutical Co., Ltd. (TSE: 4541) (“Nichi-Iko” or “Parent”) today announced the results of its tender offer to purchase all of the outstanding shares of common stock of Sagent Pharmaceuticals, Inc. (“Sagent”) (NASDAQ: SGNT) at $21.75 per share, net to the holder in cash, without interest, less any applicable withholding taxes. The tender offer was effected by Nichi-Iko’s wholly-owned subsidiary, Shepard Vision, Inc. (the “Purchaser”).

The depositary for the tender offer has advised Nichi-Iko and Sagent that, as of the expiration of the tender offer at one minute following 11:59 p.m. (12:00 a.m.), New York City time, on August 26, 2016, a total of 28,229,440 shares of Sagent common stock had been validly tendered and not withdrawn, representing approximately 85.6 percent of Sagent’s outstanding shares of common stock. In addition, the depositary advised that Notices of Guaranteed Delivery have been delivered with respect to 589,169 additional shares of common stock, representing approximately 1.8 percent of Sagent’s outstanding shares of common stock. All shares of common stock that were validly tendered and not validly withdrawn during the offer period have been accepted for payment.

All conditions to the tender offer have now been satisfied and Nichi-Iko, through Purchaser, intends to complete its acquisition of Sagent as soon as practicable through a merger under Section 251(h) of the General Corporation Law of the State of Delaware (“DGCL”). In connection with the merger, each share of common stock of Sagent not tendered in the tender offer (other than shares of common stock held by Sagent, Nichi-Iko or Purchaser or any of their respective subsidiaries and other than shares of common stock held by Sagent stockholders who are entitled and have properly demanded appraisal in connection with the merger under Section 262 of the DGCL) will be converted into the right to receive $21.75 per share, net to the holder in cash, without interest, less any applicable withholding taxes, the same price per share paid in the tender offer.

Following the merger, the shares of Sagent common stock will be delisted and will cease to trade on NASDAQ.

Cautionary Statement Regarding Forward-Looking Statements:

To the extent that statements contained in this communication are not descriptions of historical facts, including those relating to the potential effects and benefits of the transaction on both Parent and Sagent, they are forward-looking statements, reflecting the current beliefs, certain assumptions and current expectations of managements and should be evaluated as such. These statements may be identified by words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,” “will,” “would,” “continue,” “forecast,” and other similar expressions. Forward-looking statements in this communication involve substantial risks and uncertainties that could cause actual results to differ significantly from those expressed or implied by the forward-looking statements, including but not limited to, the satisfaction of the conditions to the consummation of the proposed transaction, the timing of the completion of the proposed transaction and the potential impact of the consummation of the proposed transaction on Parent’s and Sagent’s important relationships, including with employees, suppliers and customers. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Sagent’s business in general, see Sagent’s Form 10-K for the year ended December 31, 2015, subsequent reports on Form 10-Q and 8-K, and other filings by Sagent with the U.S. Securities and Exchange Commission (“SEC”). Further, forward-looking statements speak only as of the date they are made, and neither Parent nor Sagent undertakes any obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by law. All written and oral forward-looking statements attributable to Parent or Sagent or persons acting on their behalf are qualified in their entirety by these cautionary statements.

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2

Important Information:

This communication is for informational purposes only, and it does not constitute an offer to purchase or a solicitation of an offer to sell shares or any other securities. The offer was made pursuant to a Tender Offer Statement on Schedule TO filed by Purchaser and Parent with the SEC on August 1, 2016. Sagent filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer on August 1, 2016. Both the Tender Offer Statement on Schedule TO (which includes the Offer to Purchaser, the related letter of transmittal and other tender offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 were mailed to holders of shares at no expense to them. Investors and Sagent stockholders may also obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties at the SEC’s website at www.sec.gov, by contacting Okapi Partners LLC, the information agent for the Offer at the address and telephone number set forth below or by contacting Michael Ward, Sagent’s Chief Legal Officer and Corporate Secretary either by telephone at (847) 908-1600 or by e-mail at [email protected].

The Information Agent for the Offer is:

 

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, NY 10036

Banks and Brokers, Call: (212) 297-0720

All Others, Call Toll-Free: (877) 566-1922

Email: [email protected]

Exhibit (a)(5)(ix)

 

August 29, 2016

Company name: Nichi-Iko Pharmaceutical Co., Ltd.

(Stock code: 4541. TSE 1^st section)

Representative: Yuichi Tamura, President & CEO

Inquiries: Noboru Inasaka, Managing Executive Officer and

General Manager of Management Division

Tel. 076-432-2121

Notification of Result of Tender Offer for Sagent Pharmaceuticals, Inc.’s Shares and

Change in Subsidiaries Upon Completion of Acquisition

On August 1, 2016 (EST), Nichi-Iko Pharmaceutical Co., Ltd. (Head Office: Toyama City, Toyama Prefecture, President and CEO: Yuichi Tamura) (“Nichi-Iko”), commenced an all cash tender offer (the “Tender Offer”) under which it would purchase all of the outstanding shares of common stock of Sagent Pharmaceuticals, Inc. (NASDAQ: SGNT, Head Office: Illinois, U.S., Chief Executive Officer: Allan Oberman) (“Sagent”) at a price of $21.75 per share via Shepard Vision, Inc (“Shepard Vision”), which is a wholly owned U.S. subsidiary of Nichi-Iko and was formed for the purpose of commencing the Tender Offer and subsequently merging into Sagent. The Tender Offer period expired at 12:00 midnight on August 26, 2016 (EST) and the Tender Offer has been completed. The Tender Offer was commenced pursuant to the terms of an Agreement and Plan of Merger, executed on July 11, 2016 (Japan time) (the “Merger Agreement”), by and among Nichi-Iko, Shepard Vision and Sagent..

In accordance with the Merger Agreement, following the completion of the Tender Offer, Shepard Vision will merge with and into Sagent, with Sagent continuing as the surviving corporation in the merger (Tender Offer and the merger, the “Transaction”), and Sagent will become a wholly-owned subsidiary of Nichi-Iko.

We announce the Transaction details as follows.

 

1.	Result of the Tender Offer

(1)

Overview of the Tender Offer

(i)

Offeror in the Tender Offer: Shepard Vision, Inc.

(ii)

Target company of the Tender Offer: Sagent Pharmaceuticals, Inc.

(iii)

Type of stock acquired: Common stock

(iv)

Tender Offer price: US$21.75 per share in cash

(v)

Tender Offer period: From August 1, 2016 (EST) to 12:00 midnight on August 26, 2016 (EST)

(vi)

Minimum number of shares tendered: The obligation of Shepard Vision to complete the Tender Offer is subject to the condition that more than 50% of the issued and outstanding shares of Sagent’s common stock (on a fully diluted basis) are validly tendered and not withdrawn as of the expiration of the Tender Offer period.

 

(2)

Result of the Tender Offer

(i)

Status of tendered shares (at the expiration of the Tender Offer at 12:00 midnight on August 26, 2016 (EST))

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28,229,440 shares representing 85.6% of the outstanding shares of Sagent stock were validly tendered and not validly withdrawn. In addition, Notices of Guaranteed Delivery had been delivered with respect to 589,169 additional shares, representing approximately 1.8% of Sagent’s outstanding shares of common stock.

(ii)

Outcome of the Tender Offer

Shepard Vision will purchase all tendered shares, as the number of tendered shares satisfied the minimum requirements set forth in 1.(1)(vi).

* Notices of Guaranteed Delivery

Notice of Guaranteed Delivery is a document enabling a stockholder who is unable for certain reasons to complete the required procedures to tender shares prior to the expiration of the tender offer to do so through an eligible financial institution within three trading days following the closing of the tender offer.

 

(3)

Second-step merger procedures following the Tender Offer

In accordance with the terms of the Merger Agreement, Shepard Vision will merge with and into Sagent under the laws of the State of Delaware. As a result of the merger, Sagent will become a wholly-owned subsidiary of Nichi-Iko and all outstanding shares of Sagent common stock not tendered in the Tender Offer will be converted into the right to receive $21.75 per share of common stock, in cash.

 

2.	Change in Subsidiaries

(1)

Reason for change

Sagent will become a wholly-owned subsidiary of Nichi-Iko upon the completion of the Transaction.

 

(2)

Number of shares acquired, acquisition price, and shareholding percentage before and after the acquisition

 

Number of shares owned before change		0 shares (Percentage of voting rights: 0.0%)
Number of shares acquired		,32,992,854 shares
Acquisition price		US$734,207,581.74*
Number of shares owned after change		1,000 shares (As a result of the Merger, the outstanding shares of Sagent are canceled and each outstanding share of Shepard Vision is converted into a share of Sagent.) (Percentage of voting rights: 100%)

*

This represents the funds required for the purchase of all of the equity securities of Sagent, including shares of common stock, options and warrants.

 

(3)

Overview of new subsidiary (prior to the completion of the acquisition)

 

(1) Corporate name		Sagent Pharmaceuticals, Inc.
(2) Address		1901 N. Roselle Road, Suite 700, Schaumburg, Illinois
(3) Name and title of representative		CEO: Allan Oberman
(4) Business outline		Manufacture and sale of generic pharmaceuticals, primarily injectables
(5) Capital (Stockholders’ equity)		US$253,451 thousand (as of March 31, 2016)*
(6) Date of incorporation		2006
(7) Number of issued shares		32,992,854 (as of August 26, 2016)*
(8) Relationship between Nichi-Iko and the target company
Capital relationship:		There is no capital relationship between Nichi-Iko and the target company that is required to be disclosed.
Personal relationship:		There is no personal relationship between Nichi-Iko and the target company that is required to be disclosed.
Transactional relationship:		There is no transactional relationship between Nichi-Iko and the target company that is required to be disclosed.
Whether constituting a related party		The target company does not constitute a related party to Nichi-Iko.

*

Based on Sagent’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2016 filed with the U.S. Securities and Exchange Commission on May 3, 2016.

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Recent financial results

(thousands of dollars)          

Period		Fiscal year ended   Dec. 2013		Fiscal year ended   Dec. 2014		Fiscal year ended   Dec. 2015*
Net revenue		244,750		288,983		318,296
Net income (loss)		29,594		36,951		(21,882)**
Total assets		310,208		379,958		349,732
Net assets		236,026		273,802		251,093

*

Based on Sagent’s annual report on Form 10-K for the fiscal year ended December 31, 2015 filed with the U.S. Securities and Exchange Commission on March 7, 2016.

**

Includes US$(45,158 thousand) impairment loss on assets of Sagent (China) Pharmaceuticals Co., Ltd.

 

(4)

Date of change (projected)

August 29, 2016 (EST)

 

3.

Outlook

Additional information will be provided once the assessment of the impact of the Transaction on Nichi-Iko’s consolidated financial results is completed. The Transaction is expected to contribute significantly to Nichi-Iko’s financial performance in the medium to long term.

Cautionary Statement Regarding Forward-Looking Statements

Any statements made in this communication that are not descriptions of historical facts, including those relating to the anticipated timing, duration, closing conditions, completion and success of the proposed Acquisition, and the potential effects and benefits of the Transaction and Sagent and any other statements about future expectations, are forward-looking statements that are based on management’s beliefs, certain assumptions and current expectations, and should be evaluated as such. Forward-looking statements also include statements that may relate to Nichi-Iko’s or Sagent’s plans, objectives, strategies, goals, future events, future financial and operating performance, and other information that is not historical information. These statements may be identified by their use of forward-looking terminology such as the words “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,” “will,” “would,” “continue,” “forecast,” and other similar expressions. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by us at the date the forward-looking information is provided, are inherently subject to significant risks, uncertainties, contingencies and other factors that may cause actual results and events to differ materially from those expressed or implied by the forward-looking information. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements. These risks and uncertainties include, but are not limited to, general economic, business and market conditions, the satisfaction of the conditions to the consummation of the Transaction, the timing of the completion of the Transaction and the potential impact of the announcement or consummation of the Transaction on Sagent’s and Nichi-Iko’s important relationships, including with employees, suppliers and customers. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Sagent in general, see Sagent’s Form 10-K for the year ended December 31, 2015, subsequent reports on Form 10-Q and 8-K, and other filings by Sagent with the SEC. Further, forward-looking statements speak only as of the date they are made, and neither Nichi-Iko nor Sagent undertakes any obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by law. All written and oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by these cautionary statements.

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Important Information:

This communication is for informational purposes only, and it does not constitute an offer to purchase or a solicitation of an offer to sell shares or any other securities. The offer was made pursuant to a Tender Offer Statement on Schedule TO filed by Purchaser and Parent with the SEC on August 1, 2016. Sagent filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer on August 1, 2016. Both the Tender Offer Statement on Schedule TO (which includes the Offer to Purchaser, the related letter of transmittal and other tender offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 were mailed to holders of shares at no expense to them. Investors and Sagent stockholders may also obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties at the SEC’s website at www.sec.gov, by contacting Michael Ward, Sagent’s Chief Legal Officer and Corporate Secretary either by telephone at (847) 908-1600 or by e-mail at [email protected].

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