Healthcare Industry News: TRACLEER
News Release - December 8, 2006
Actelion Ltd. Announces Commencement of Cash Tender Offer for CoTherix, Inc. and HSR Clearance to Acquire CoTherix, Inc.ALLSCHWIL, Switzerland, Dec. 8, 2006 (Healthcare Sales & Marketing Network) -- Actelion Ltd. (Swiss:ATLN.SW ) announced today that its indirect wholly owned subsidiary, Curl Acquisition Subsidiary, Inc., is commencing a cash tender offer for all of the issued and outstanding shares of CoTherix, Inc. (NASDAQ:CTRX ) common stock and announced today the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to its intended acquisition of CoTherix, Inc. that occurred on December 7, 2006.
The cash tender offer is being made pursuant to an Agreement and Plan of Merger, dated as of November 19, 2006, among Actelion U.S. Holding Company, a wholly owned subsidiary of Actelion Ltd., Curl Acquisition Subsidiary, a wholly owned subsidiary of Actelion U.S. Holding Company, and CoTherix. In accordance with the Merger Agreement, Curl Acquisition Subsidiary today is commencing a cash tender offer for all of the issued and outstanding shares of CoTherix common stock at a price of US$13.50 per share. The Merger Agreement also provides for a merger of Curl Acquisition Subsidiary into CoTherix. If the proposed merger is consummated, CoTherix will become an indirect wholly owned subsidiary of Actelion Ltd. The CoTherix board of directors has unanimously voted to recommend that CoTherix stockholders accept the cash tender offer.
The cash tender offer is subject to the tender of at least a majority of CoTherix shares and other customary conditions. The cash tender offer and withdrawal rights will expire at 12:00 Midnight (E.S.T.), on January 8, 2007, unless extended.
Curl Acquisition Subsidiary and Actelion U.S. Holding Company are mailing to registered holders of CoTherix shares an Offer to Purchase regarding the cash tender offer, the CoTherix Solicitation/Recommendation Statement on Schedule 14D-9, and a Letter of Transmittal to be used to tender CoTherix shares in the cash tender offer. Beneficial owners of CoTherix holding shares in ``street name'' through their brokers may receive the Offer to Purchase and Letter of Transmittal through the Information Agent, Georgeson Inc., by calling toll free (866) 647-8873. The Depositary for the cash tender offer is Computershare Trust Company of New York.
About Actelion Ltd.
Actelion Ltd. is a biopharmaceutical company with its corporate headquarters in Allschwil/Basel, Switzerland. Actelion's first drug TRACLEER(r), an orally available dual endothelin receptor antagonist, has been approved as a therapy for pulmonary arterial hypertension. Actelion markets TRACLEER(r) through its own subsidiaries in key markets worldwide, including the United States (based in South San Francisco), the European Union, Japan, Canada, Australia and Switzerland. At the end of September 2006, TRACLEER(r) was commercially available in 35 countries worldwide. Actelion, founded in late 1997, is a leading player in innovative science related to the endothelium -- the single layer of cells separating every blood vessel from the blood stream. Actelion's over 1,200 employees focus on the discovery, development and marketing of innovative drugs for significant unmet medical needs. Actelion shares are traded on the SWX Swiss Exchange (ticker symbol: ATLN).
About CoTherix, Inc.
CoTherix, Inc. is a biopharmaceutical company focused on licensing, developing and commercializing therapeutic products for the potential treatment of cardiovascular disease. CoTherix, Inc. licensed the exclusive U.S. rights to Ventavis(r) from Schering AG, which currently markets Ventavis(r) in Europe and Australia. In June 2006, CoTherix, Inc., licensed exclusive rights to develop and commercialize oral and inhaled formulations of Fasudil, a rho-kinase inhibitor, for the treatment of PAH and stable angina in North America and Europe from Asahi Kasei Pharma Corporation.
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