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ISTA Pharma (ISTA) Rejects Unsolicited $6.50/Share Valeant (VRX) Offer

December 16, 2011 10:29 AM EST
ISTA Pharmaceuticals, Inc. (Nasdaq: ISTA) confirmed today that it had received a letter on November 23, 2011 from Valeant Pharmaceuticals International, Inc. (NYSE: VRX) outlining an unsolicited, non-binding proposal to acquire all of the outstanding shares of ISTA for $6.50 per share in cash, subject to due diligence. ISTA also confirmed receipt of a letter from Valeant dated December 16, 2011 reaffirming its non-binding proposal.

After careful deliberation, with the assistance of its financial and legal advisors, ISTA's Board of Directors had previously determined on December 13, 2011 that the non-binding proposal was grossly inadequate and not in the best interests of ISTA shareholders. Vicente Anido, Jr., Ph.D., President and Chief Executive Officer of ISTA, sent a letter dated December 14, 2011 to that effect to Valeant on behalf of the Board of Directors of ISTA. The full text of that letter is set out below, as is the text of a letter sent to Valeant on December 2, 2011.

The ISTA Board is committed to maximizing long-term shareholder value. Due to the fact that Valeant has attempted to revive its previously rejected proposal, ISTA's Board announced that it will commence a review of all strategic options available to ISTA in the context of its fiduciary responsibilities and the Company's strategic plans. ISTA also announced that it will be holding its 2012 Guidance and Pipeline Update webcast and call on January 4, 2012, during which it will discuss guidance for 2012, pipeline developments and key upcoming events.

Greenhill & Co. is acting as financial advisor to ISTA. Stradling Yocca Carlson & Rauth and WilmerHale LLP are acting as legal advisors to ISTA.


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