We are pleased to inform you that on April 17, 2010, Javelin Pharmaceuticals, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Hospira, Inc. (“Hospira”) and Discus Acquisition Corporation, a wholly owned...
Exhibit
(a) (1) (A)
April 21, 2010
000 XxxxxxxxxXxxx Xxxxx
Cambridge, MA 02140
Dear Stockholder,
We are pleased to inform you that on April 17, 2010,
Javelin Pharmaceuticals, Inc. (the “Company”) entered
into an Agreement and Plan of Merger (the “Merger
Agreement”), with Hospira, Inc. (“Hospira”) and
Discus Acquisition Corporation, a wholly owned subsidiary of
Hospira (“Offeror”). Under the terms of the Merger
Agreement and subject to the conditions set forth in
Offeror’s Offer to Purchase and related materials enclosed
with this letter, Offeror is commencing today a cash tender
offer to purchase all of the outstanding shares of the common
stock of the Company (the “Shares”) at a purchase
price of $2.20 per share, net to the seller in cash without
interest, and subject to any required withholding taxes. Unless
subsequently extended, the tender offer is currently scheduled
to expire at 12:00 midnight, New York City time, on May 18,
2010 (the end of the day on May 18, 2010).
The tender offer is conditioned upon, among other things, there
being a majority of the Shares, on a fully-diluted basis,
validly tendered and not properly withdrawn prior to the
expiration of the tender offer. If successful, the tender offer
will be followed by the merger of Offeror into the Company, with
the Company being the surviving corporation and a wholly owned
subsidiary of Hospira. In the merger, Shares not purchased in
the tender offer will be converted into the right to receive the
same $2.20 per Share cash payment, without interest, paid in the
tender offer.
The board of directors of the Company has (1) determined
that the tender offer and the merger are fair to, and in the
best interest of, the Company and its stockholders,
(2) approved the Merger Agreement, and the transactions
contemplated by the Merger Agreement, including the tender offer
and the merger, and (3) declared the advisability of the
Merger Agreement and resolved to recommend that the
Company’s stockholders tender their Shares in the tender
offer and, if necessary, adopt the Merger Agreement.
ACCORDINGLY, THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS
THAT YOU ACCEPT THE TENDER OFFER, TENDER YOUR SHARES TO
OFFEROR PURSUANT TO THE TENDER OFFER AND, IF NECESSARY, ADOPT
THE MERGER AGREEMENT.
In arriving at its recommendations, the Company’s board of
directors gave careful consideration to a number of factors that
are described in the enclosed
Schedule 14D-9.
Offeror’s Offer to Purchase and related materials,
including a letter of transmittal for use in tendering your
Shares, set forth the terms and conditions of Offeror’s
tender offer and provide instructions as to how to tender your
Shares. We urge you to read each of the enclosed materials
carefully.
Best regards,
III-1
