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** UCB Announces Expiration of Hart-Scott-Rodino Waiting Period for Propose=
d Acquisition of Zogenix, Inc.
------------------------------------------------------------
Brussels (Belgium), 4 March 2022 =E2=80=93 UCB (Euronext: UCB) today announ=
ced that the waiting period under the Hart-Scott-Rodino Antitrust Improveme=
nts Act of 1976, as amended (=E2=80=9CHSR=E2=80=9D), in connection with UCB=
=E2=80=99s pending acquisition of Zogenix, Inc. (NASDAQ: ZGNX) expired at 1=
1:59 p.m., Eastern Time, on March 3, 2022.
As previously announced on February 1, 2022, UCB commenced, through an indi=
rect wholly-owned subsidiary, Zinc Merger Sub, Inc., a tender offer to purc=
hase all outstanding shares of Zogenix for a purchase price per share of US=
$ 26.00 in cash at closing, plus a contingent value right (CVR) for a poten=
tial cash payment of US$ 2.00 upon EU approval by December 31, 2023, of FIN=
TEPLA=C2=AE as an orphan medicine for treatment of Lennox-Gastaut syndrome =
(LGS). As previously announced on February 28, 2022, the tender offer will =
expire at 5:00 p.m., Eastern time, on March 4, 2022. The tender offer may b=
e extended further in accordance with the merger agreement and the applicab=
le rules and regulations of the U.S. Securities and Exchange Commission (th=
e =E2=80=9CSEC=E2=80=9D).
The expiration of the HSR waiting period satisfies one of the conditions ne=
cessary for the consummation of the tender offer. Consummation of the tende=
r offer remains subject to other conditions described in the tender offer s=
tatement on Schedule TO filed with the SEC on February 1, 2022, as amended,=
including the tender of shares representing at least a majority of the tot=
al number of Zogenix=E2=80=99s outstanding shares and other customary condi=
tions.
The Depositary for the tender offer is American Stock Transfer & Trust Comp=
any, LLC. The Information Agent for the tender offer is Innisfree M&A Incor=
porated. The tender offer materials may be obtained at no charge by directi=
ng a request by mail to Innisfree M&A Incorporated or by calling toll free =
at (888) 750-5835, and may also be obtained at no charge at the website mai=
ntained by the SEC at www.sec.gov.
For further information, contact UCB:
Investor Relations
Antje Witte
T +32.2.559.9414
antje.witte@ucb.com (mailto:antje.witte@ucb.com)
Corporate Communications
Laurent Schots, Media Relations
T+32.2.559.9264
Laurent.schots@ucb.com=C2=A0=C2=A0=C2=A0=C2=A0=C2=A0
Nick Francis
T +44 7769 307745
Nick.francis@ucb.com
Erica Puntel (U.S. Media)
T +404 938 5359
Erica.puntel@ucb.com
About UCB
UCB, Brussels, Belgium (www.ucb.com) is a global biopharmaceutical company =
focused on the discovery and development of innovative medicines and soluti=
ons to transform the lives of people living with severe diseases of the imm=
une system or of the central nervous system. With approximately 8=C2=A0600 =
people in approximately 40 countries, the company generated revenue of =E2=
=82=AC 5.8 billion in 2021. UCB is listed on Euronext Brussels (symbol: UCB=
). Follow us on Twitter: @UCB_news.
Important Information About the Tender Offer
This press release is for informational purposes only and is neither an off=
er to purchase nor a solicitation of an offer to sell any shares of the com=
mon stock of Zogenix, Inc. (=E2=80=9CZogenix=E2=80=9D) or any other securit=
ies, nor is it a substitute for the tender offer materials described herein=
. A tender offer statement on Schedule TO, including an offer to purchase, =
a letter of transmittal and related documents, has been filed by UCB S.A. (=
=E2=80=9CUCB=E2=80=9D) and Zinc Merger Sub, Inc., an indirect wholly-owned =
subsidiary of UCB, with the Securities and Exchange Commission (the =E2=80=
=9CSEC=E2=80=9D), and a solicitation/recommendation statement on Schedule 1=
4D-9 has been filed by Zogenix with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY BOTH THE TENDER =
OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSM=
ITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMM=
ENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AM=
ENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTA=
IN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDE=
R BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.
Investors and security holders may obtain a free copy of the Offer to Purch=
ase, the related Letter of Transmittal, certain other tender offer document=
s and the Solicitation/Recommendation Statement and other documents filed w=
ith the SEC at the website maintained by the SEC at www.sec.gov or by direc=
ting such requests to Innisfree M&A Incorporated, the Information Agent for=
the offer, by calling toll free at (888) 750-5835. In addition, Zogenix fi=
les annual, quarterly and current reports and other information with the SE=
C, which are available to the public from commercial document-retrieval ser=
vices and at the SEC=E2=80=99s website at www.sec.gov. Copies of the docume=
nts filed with the SEC by UCB in connection with the offer may be obtained =
at no charge on UCB=E2=80=99s internet website at www.ucb.com or by contact=
ing UCB at All=C3=A9e de la Recherche, 60 1070 Brussels, Belgium, or Tel: +=
32 2 559 99 99. Copies of the documents filed with the SEC by Zogenix may b=
e obtained at no charge on Zogenix=E2=80=99s internet website at www.zogeni=
x.com or by contacting Zogenix at 5959 Horton St Fl 5, Emeryville, Californ=
ia, 94608, USA, or Tel: +1 (510) 550 8300.
Forward looking statements
This news release of UCB S.A., Brussels, Belgium (the =E2=80=9Ccompany=E2=
=80=9D) includes statements that are not statements of historical fact, or =
=E2=80=9Cforward-looking statements,=E2=80=9D including with respect to the=
company=E2=80=99s proposed acquisition of Zogenix. Such forward-looking st=
atements include, but are not limited to, the ability of the company and Zo=
genix to complete the transactions contemplated by the merger agreement, in=
cluding the parties=E2=80=99 ability to satisfy the conditions to the consu=
mmation of the offer contemplated thereby and the other conditions set fort=
h in the merger agreement, statements about the expected timetable for comp=
leting the transaction, the company=E2=80=99s and Zogenix=E2=80=99s beliefs=
and expectations and statements about the benefits sought to be achieved i=
n the company=E2=80=99s proposed acquisition of Zogenix, the potential effe=
cts of the acquisition on both the company and Zogenix, the possibility of =
any termination of the merger agreement, as well as the expected benefits a=
nd success of Zogenix=E2=80=99s product candidates. These statements are ba=
sed upon the current beliefs and expectations of the company=E2=80=99s mana=
gement and are subject to significant risks and uncertainties. There can be=
no guarantees that the conditions to the closing of the proposed transacti=
on will be satisfied on the expected timetable or at all or that pipeline p=
roducts will receive the necessary regulatory approvals or that they will p=
rove to be commercially successful. If underlying assumptions prove inaccur=
ate or risks or uncertainties materialize, actual results may differ materi=
ally from those set forth in the forward-looking statements.
Risks and uncertainties include but are not limited to, uncertainties as to=
the timing of the offer and the subsequent merger; uncertainties as to how=
many of Zogenix=E2=80=99s shares will be tendered in the offer by Zogenix=
=E2=80=99s stockholders; the risk that competing offers or acquisition prop=
osals will be made; the possibility that various conditions to the consumma=
tion of the offer and the merger may not be satisfied or waived; the effect=
s of disruption from the transactions contemplated by the merger agreement =
and the impact of the announcement and pendency of the transactions on Zoge=
nix=E2=80=99s business; the risk that stockholder litigation in connection =
with the offer or the merger may result in significant costs of defense, in=
demnification and liability; the risks related to non-achievement of the CV=
R milestones and that holders of the CVRs will not receive payments in resp=
ect of the CVRs; the global spread and impact of COVID-19, changes in gener=
al economic, business and competitive conditions, the inability to obtain n=
ecessary regulatory approvals or to obtain them on acceptable terms or with=
in expected timing, costs associated with research and development, changes=
in the prospects for products in the pipeline or under development by UCB,=
effects of future judicial decisions or governmental investigations, safet=
y, quality, data integrity or manufacturing issues; potential or actual dat=
a security and data privacy breaches, or disruptions of our information tec=
hnology systems, product liability claims, challenges to patent protection =
for products or product candidates, competition from other products includi=
ng biosimilars, changes in laws or regulations, exchange rate fluctuations,=
changes or uncertainties in tax laws or the administration of such laws, a=
nd hiring and retention of its employees.
UCB expressly disclaims any obligation to publicly update any forward-looki=
ng statement, whether as a result of new information, future events or othe=
rwise, except to the extent required by law.
GenericFile
Press Release HSR Clearance (https://mb.cision.com/Public/18595/3518492/a16=
b771f3ddd0429.pdf)
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UCB SA, All=C3=A9e de la Recherche, 60 ., Brussels, . B - 1070 Belgium
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