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Subsequent Event
6 Months Ended
Jun. 30, 2018
Subsequent Events [Abstract]  
Subsequent Event

(17) Subsequent Event

On July 2, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Catalent Pharma Solutions, Inc., a Delaware corporation (“Catalent”) and Catalent Boston, Inc., a Delaware corporation and wholly owned subsidiary of Catalent (“Merger Sub”) providing for the acquisition of the Company by Catalent in an all cash transaction, pursuant to a tender offer, followed by a subsequent merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Catalent. Pursuant to the Merger Agreement, and subject to its terms and conditions, on July 17, 2018, Merger Sub commenced a cash tender offer (the “Offer”) to acquire all of our issued and outstanding shares of common stock at a price per share equal to $11.50, net to the seller in cash, without interest, subject to any withholding of taxes required by applicable law and, further, the Offer will initially remain open until the end of the day on August 13, 2018, which is the 20th business day from the date of the commencement of the Offer.  On July 17, 2018, in connection with the offer, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 recommending that its stockholders accept the Offer and tender their shares to Merger Sub.

The obligation of Merger Sub to consummate the Offer is subject to customary conditions, including, among others, that a certain minimum number of shares of common stock be validly tendered and not validly withdrawn (“Minimum Condition”).   Specifically, the Minimum Condition requires that there be validly tendered and not validly withdrawn shares of common stock that, when considered together with all other shares of common stock (if any) beneficially owned by Catalent and its affiliates (excluding any shares of common stock tendered pursuant to guaranteed delivery procedures that have not yet been received), represent more than 50% of the sum of (x) the total number of shares of the Company’s common stock outstanding at the time of the expiration of the Offer, plus (y) the aggregate number of shares of common stock then issuable to optionholders from which the Company has received notices of exercise prior to the expiration of the Offer (and as to which such shares have not yet been issued to such exercising optionholders) .

If, at the scheduled expiration time of the Offer any of the conditions to the Offer have not been satisfied or waived, then the Offer may be extended on one or more occasions to permit the satisfaction of all Offer conditions.  At the proposed effective time of the Merger, each share of the Company’s common stock issued and outstanding immediately prior to the proposed effective time of the Merger, will be canceled and converted into the right to receive $11.50 in cash, without interest and subject to any required tax withholding, other than: (i) the Company’s shares of common stock held in treasury, (ii) shares of common stock held by Catalent, Merger Sub or any other direct or indirect wholly owned subsidiary of Catalent or Merger Sub, (iii) shares of Common Stock irrevocably accepted for payment in the Offer, (iv) shares of common stock held by stockholders who have properly exercised their demands for appraisal of such shares in accordance with the Delaware law and have neither withdrawn nor lost such rights prior to the effective time of the Merger.  At the contemplated effective time of the Merger, all outstanding and unexercised Company stock options (whether vested or unvested) and unvested restricted stock units that are outstanding immediately prior to the effective time will be cancelled and extinguished in exchange for the right to receive the merger consideration (without interest) with respect to the number of shares of common stock underlying the applicable award, less applicable withholding taxes, and less the applicable exercise price for Company stock options. The Merger is expected to close in the third quarter of 2018.