January 23, 2009
Exhibit 99.1
Xxxxx X. Xxxxx
Partner
Direct Dial: 000.000.0000
Direct Facsimile: 716.819.4630
xxxxxx@xxxxxxxxxxx.xxx
Partner
Direct Dial: 000.000.0000
Direct Facsimile: 716.819.4630
xxxxxx@xxxxxxxxxxx.xxx
January 23, 2009
All Holders of Warrants to Acquire Common Stock of Minrad International, Inc.
Dear Ladies and Gentlemen:
Re: Merger Agreement and Termination of Warrants
Our firm represents Minrad International, Inc. (“Minrad”). As you may know, Minrad has
entered into a merger agreement with Piramal Healthcare, Inc., Mayflower Acquisition Corp. and
Piramal Healthcare Ltd. in which Piramal will acquire Minrad. The stockholders of Minrad must
approve the merger agreement prior to it being closed. If the merger closes, stockholders of
Minrad will receive $0.12 for each share of Company common stock which such stockholder owns.
As you know, you have warrants to acquire shares of Minrad common stock. All of your warrants
have an exercise price that is greater than $0.12 per share. Because the exercise price of your
warrants is greater than $0.12 per share, we are asking that you agree to terminate all of your
warrants effective on the closing of the merger. If the merger were not to occur for any reason,
your warrants would remain in place and unmodified.
We are requesting that you sign the attached agreement terminating your warrants and return it
to the undersigned in the enclosed self addressed stamped envelope. If you have any questions,
please contact me at (000) 000-0000, or XXxxxx@Xxxxxxxxxxx.xxx, or contact my colleague, Xxxx
Xxxxxxxx, at (000) 000-0000, or TCarnrit@Xxxxxxxxxxx.xxx.
Sincerely,
Xxxxx X. Xxxxx
Partner
Partner
JNG/jng
IMPORTANT INFORMATION
In connection with the proposed merger,
Minrad International, Inc. intends to file a proxy statement and related materials concerning the
transaction with the U.S. Securities and Exchange Commission, or SEC. THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND SHAREHOLDERS ARE URGED TO READ THEM CAREFULLY
WHEN THEY BECOME AVAILABLE. When available, Minrad International will mail the proxy statement and
related materials to its shareholders. When filed with the SEC, the proxy statement and related
materials will be available for free (along with any other document and reports filed by Minrad
International with the SEC) at the SEC’s website, xxxx://xxx.xxx.xxx, and at the Minrad
International website, xxxx://xxx.xxxxxx.xxx.
Minrad International and its directors
and executive officers may be deemed to be participants in the solicitation of proxies from Minrad
International shareholders in connection with the proposed merger. Certain information regarding
the participants and their interests in the solicitation is set forth in the proxy statement for
Minrad International’s 2008 annual meeting of shareholders filed with the SEC on April 21, 2008,
and a Form 10-KSB/A filed by Minrad International with the SEC on April 21, 2008, both of which
are available free of charge from the SEC and Minrad International at their web sites as indicated
above. Information regarding the interests of these persons in the solicitation will be more
specifically set forth in the proxy statement concerning the proposed merger that will be filed
by Minrad International with the SEC and which will be available free of charge from the Minrad
International and the SEC at their websites, as indicated above.
AGREEMENT TO TERMINATE WARRANTS
This Agreement to Terminate Warrants is made between Minrad International, Inc. (the
“Company”), a Delaware corporation and (“Warrant Holder”) as of
January ___, 2009.
WHEREAS, the Company has entered into a merger agreement with Piramal Healthcare, Inc.,
Mayflower Acquisition Corp. (the “Acquiror”) and Piramal Healthcare Ltd. dated as of December 22,
2008 pursuant to which Acquiror (the “Merger”) will merge with and into the Company and each
stockholder of the Company will be entitled to receive $0.12 for each share of Company common stock
which such stockholder owns (the “Merger Price”).
WHEREAS, the exercise prices of the Warrant Holder’s Warrants are greater than the Merger
Price; and
1. Effective upon the consummation of the Merger, all Warrants owned by the Warrant Holder shall be
terminated and of no further force and effect, and the Warrant Holder shall have no right to
acquire equity in the Company pursuant to any Warrants or any warrant agreement with the Company.
2.
This Agreement may be executed in any number of counterparts and by any of the parties on separate
counterparts, all of which together shall constitute one and the same instrument. This Agreement
and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or
email, shall be considered to have the same binding legal effect as if it were the original signed
version thereof delivered in person.
COMPANY: | ||||
MINRAD INTERNATIONAL, INC. | ||||
Title: Vice President & Treasurer | ||||
WARRANT HOLDER: | ||||