Navigation Links
Cardiome Pharma Corp. Announces Commencement of US$27.5 Million Tender Offer
Date:9/1/2009

    NASDAQ: CRME
    TSX: COM

VANCOUVER, Sept. 1 /PRNewswire-FirstCall/ - Cardiome Pharma Corp. (NASDAQ: CRME/TSX: COM) ("Cardiome" or the "Company") announced that it has mailed an offer to purchase and issuer bid circular (the "Offer to Purchase and Circular") to its shareholders today in connection with its previously announced tender offer to purchase for cancellation up to 6,470,588 of its common shares for an aggregate purchase price of up to US$27.5 million. The Offer to Purchase and Circular is being filed with the securities regulatory authorities in the United States and Canada.

The tender offer will be conducted as a modified "Dutch auction", which will enable shareholders to select a price between US$4.25 per share and US$5.10 per share at which they are willing to tender their common shares to the offer. The purchase price will be the lowest price per share between US$4.25 and US$5.10 that enables Cardiome to purchase US$27.5 million of common shares. All common shares purchased under the offer will be purchased at the same price. Cardiome's directors and officers will not tender any of their common shares to the offer. The offer to purchase shares will expire on October 6, 2009 at 5:00 p.m. (Eastern Time), unless withdrawn or extended.

Oppenheimer Co. and Canaccord Capital Corporation (the "Dealer Managers") will serve as dealer managers for the tender offer in the United States and Canada, respectively, and Computershare Investor Services, Inc. (the "Depository") will act as depository.

Details of the Tender Offer

The Offer to Purchase and Circular contains full details of the tender offer and the procedures for tendering. The offer is not conditional upon a minimum number of common shares being tendered to the offer, but it is subject to certain other conditions that are specified in the Offer to Purchase and Circular. The offer to purchase shares will expire on October 6, 2009 at 5:00 p.m. (Eastern Time), unless withdrawn or extended.

As noted above, the modified "Dutch auction" procedures permit shareholders to select a price between US$4.25 per share and US$5.10 per share at which they are willing to sell their common shares to the Company. The purchase price, which will be the lowest price per share between US$4.25 and US$5.10 that enables Cardiome to purchase US$27.5 million of common shares, will be calculated immediately after the offer expires. All common shares purchased under the offer will be purchased at the same price, even if they were tendered at a price per share which is less than the purchase price. The Company will not purchase any common shares that are tendered to the offer at a price per share which is greater than the purchase price. If the number of common shares tendered to the offer at or below the purchase Price would result in an aggregate purchase price of more than US$27.5 million, the common shares tendered to the offer will be subject to pro-ration as described in the Offer to Purchase and Circular.

If the offer is fully subscribed at a purchase price of US$4.25 per share, Cardiome will purchase 6,470,588 common shares under the offer (representing approximately 10.1% of the issued and outstanding common shares as of the date hereof). If the offer is fully subscribed at a purchase price of US$5.10 per share, Cardiome will purchase 5,392,157 common shares under the offer (representing approximately 8.4% of the issued and outstanding common shares as of the date hereof).

Neither Cardiome nor any of its directors or officers, and neither of the Dealer Managers nor the Depository, makes any recommendation to any shareholder as to whether to tender or refrain from tendering common shares to the offer. Shareholders must make their own decision as to whether to tender common shares to the offer and, if so, how many common shares to tender to the offer. Shareholders are strongly encouraged to read the Offer to Purchase and Circular and to seek advice from their financial and tax advisors prior to making any decision with respect to the offer.

Press release is for informational purposes only

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Cardiome's common shares. The solicitation and the offer to buy Cardiome's common shares is being made only pursuant to the separate Offer to Purchase and Circular, and related documents. Cardiome is filing the Offer to Purchase and Circular and related documents with the Canadian securities regulatory authorities and a Tender Offer Statement on Schedule TO with the United States Securities and Exchange Commission (the "SEC"). Shareholders should carefully read the Tender Offer Statement, the Offer to Purchase and Circular, the related letter of transmittal and other related documents prior to making any decision with respect to the tender offer because they contain important information, including the various terms and conditions of the offer. The Offer to Purchase and Circular, the related letter of transmittal and certain other documents will be delivered without charge to all holders of Cardiome's common shares.

The Tender Offer Statement (including the Offer to Purchase and Circular, the related letter of transmittal and all other offer documents filed by Cardiome with the SEC) is available without charge at the SEC website at www.sec.gov or by calling the Corporate Secretary of Cardiome at (604) 676-6993. The Offer to Purchase and Circular, the related letter of transmittal and all other offer documents that are required to be filed in Canada are also available without charge at www.sedar.com.

About Cardiome Pharma Corp.

Cardiome Pharma Corp. is a product-focused drug development company dedicated to the advancement and commercialization of novel treatments for disorders of the heart and circulatory system. Cardiome is traded on the NASDAQ Global Market (CRME) and the Toronto Stock Exchange (COM). For more information, please visit our web site at www.cardiome.com.

Forward-Looking Statement Disclaimer

Certain statements in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including without limitation statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect" and similar expressions. Such forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed or implied by such forward-looking statements or information. Such factors include, among others, our stage of development, lack of product revenues, additional capital requirements, risk associated with the completion of clinical trials and obtaining regulatory approval to market our products, the ability to protect our intellectual property, dependence on collaborative partners and the prospects for negotiating additional corporate collaborations or licensing arrangements and their timing. Specifically, certain risks and uncertainties that could cause such actual events or results expressed or implied by such forward-looking statements and information to differ materially from any future events or results expressed or implied by such statements and information include, but are not limited to, the risks and uncertainties that: we, together with our collaborative partners, may not be able to successfully develop and obtain regulatory approval for vernakalant (iv) or vernakalant (oral) in the treatment of atrial fibrillation or any other current or future products in our targeted indications; our future operating results are uncertain and likely to fluctuate; we may not be able to raise additional capital; we may not be successful in establishing additional corporate collaborations or licensing arrangements; we may not be able to establish marketing and sales capabilities and the costs of launching our products may be greater than anticipated; we rely on third parties for the continued supply and manufacture of vernakalant (iv) and vernakalant (oral) and we have no experience in commercial manufacturing; we may face unknown risks related to intellectual property matters; we face increased competition from pharmaceutical and biotechnology companies; and other factors as described in detail in our filings with the Securities and Exchange Commission available at www.sec.gov and the Canadian securities regulatory authorities at www.sedar.com. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on our current expectations and we undertake no obligation to revise or update such forward-looking statements and information to reflect subsequent events or circumstances, except as required by law.


'/>"/>
SOURCE Cardiome Pharma Corp.
Copyright©2009 PR Newswire.
All rights reserved

Related medicine news :

1. Cardiome Announces Upcoming Presentation Of Results Of Phase 2b Clinical Trial Of Vernakalant (Oral) At The European Society Of Cardiology Congress 2009
2. Cardiome Pharma Corp. Announces Tender Offer To Purchase Up To US$27.5 Million Of Its Common Shares
3. Atherotech Adds New Cardiometabolic Tests Amid Strong 2009 Growth
4. Cardiome to Hold Conference Call
5. Cardiome Announces Management Transition
6. Cardiome Achieves Milestone From Collaboration With Merck Co., Inc.
7. Cardiome Announces That Collaboration and License Agreement with Merck & Co., Inc. Now Effective
8. Cardiome Reports First Quarter Results
9. Cardiome to Hold Conference Call
10. CardioCareLive.com, First Ever Online Cardiometabolic Conference, Revolutionizes Continuing Medical Education for Cardiovascular Healthcare Professionals
11. Cardiome Reports 2008 Results
Post Your Comments:
*Name:
*Comment:
*Email:
(Date:6/25/2016)... ... 2016 , ... As a lifelong Southern Californian, Dr. Omkar Marathe earned his ... David Geffen School of Medicine at UCLA. He trained in Internal Medicine at Scripps ... in hematology/oncology at the UCLA-Olive View-Cedars Sinai program where he had the opportunity to ...
(Date:6/24/2016)... Los Angeles, CA (PRWEB) , ... June 24, 2016 , ... ... plastic surgery procedures that most people are unfamiliar with. The article goes on to ... known procedures, but also many of these less common operations such as calf and ...
(Date:6/24/2016)... Texas (PRWEB) , ... June 24, 2016 , ... ... International Conference and Scientific Sessions in Dallas that it will receive two significant ... of the grants came as PHA marked its 25th anniversary by recognizing patients, ...
(Date:6/24/2016)... ... June 24, 2016 , ... Topical BioMedics, Inc, makers of Topricin and MyPainAway Pain ... for a minimum wage raise to $12 an hour by 2020 and then adjusting it ... the lost value of the minimum wage, assure the wage floor does not erode again, ...
(Date:6/24/2016)... (PRWEB) , ... June 24, 2016 , ... ... client, The Grove Investment Group (TGIG), has initiated cultivation and processing operations at ... Las Vegas and Pahrump, Nevada. , Puradigm is the manufacturer of a complete ...
Breaking Medicine News(10 mins):
(Date:6/24/2016)... , June 24, 2016 ... appointment of Dr. Edward Futcher to ... Director, effective June 23, 2016.Dr. Futcher was also ... and Governance Committees.  As a non-executive member of ... expertise and strategic counsel to VolitionRx in connection ...
(Date:6/23/2016)... 23, 2016  MedSource announced today that it ... software solution of choice.  This latest decision demonstrates ... to their clients by offering a state-of-the-art electronic ... establishes nowEDC as the EDC platform of choice ... clients.  "nowEDC has long been a preferred EDC ...
(Date:6/23/2016)... , June 23, 2016 Any dentist who has ... of the current process. Many of them do not even ... technical difficulties and high laboratory costs involved. And those who ... it at such a high cost that the majority of ... Dr. Parsa Zadeh , founder of Dental Evolutions ...
Breaking Medicine Technology: