La Jolla Pharmaceutical Company (NASDAQ: LJPC) today announced that its
Special Meeting of Stockholders, which was initially convened on
February 26, 2010, was adjourned to March 2, 2010 at 3:00 p.m., local
time, at 4365 Executive Drive, Suite 300, San Diego, California. As
described in the joint proxy statement/prospectus distributed to
stockholders on or about February 12, 2010, the stockholders of La Jolla
are being asked to vote on proposals related to its proposed merger with
Adamis Pharmaceuticals Corporation (OTCBB: ADMP).
Holders of only twelve percent (12%) of La Jolla’s outstanding common
stock returned their proxy cards or otherwise indicated their votes with
respect to these proposals prior to the start of the stockholders’
meeting. The votes cast as of the meeting date overwhelmingly supported
the merger proposals, including the reverse stock split. Separately,
Adamis announced today that its stockholders approved the proposed
merger transaction.
There is no guarantee that we will be able to further adjourn and
reconvene the meeting to solicit additional votes. If La Jolla is
delisted from Nasdaq before the special stockholders’ meeting, La Jolla
expects that it would need Adamis’ consent and additional regulatory
approvals to continue soliciting proxies resulting in significant
additional costs and time delays. Such consents and approvals are
difficult to obtain and may not be obtained at all.
Holders of more than 50% of La Jolla’s 65 million shares outstanding
must vote in order to hold the meeting. For the merger to be completed,
holders of more than 50% of La Jolla’s shares must vote in favor. Only
stockholders who held La Jolla stock on January 22, 2010 are eligible to
vote.
If You Haven’t Received Your Voting
Materials – please
vote by contacting our proxy
vote solicitor, Mackenzie Partners, Inc. as follows:
e-mail at proxy@mackenziepartners.com
call
toll free at (800) 322-2885
call collect at (212)
929-5500.
Mackenzie Partners will be able to provide you with voting materials and
instructions on how to vote telephonically or through your broker. You
may also contact La Jolla by e-mail at gail.sloan@ljpc.com
or by telephone at (858) 452-6600.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information and Where to Find It
The joint proxy statement/prospectus in connection with the merger with
Adamis was mailed to La Jolla stockholders on or about February 12,
2010. Investors and security holders of both La Jolla and Adamis are
urged to read the joint proxy statement/prospectus because it contains
important information about La Jolla, Adamis and the proposed
transaction. The joint proxy statement/prospectus, and any other
documents filed by La Jolla with the SEC, may be obtained free of charge
at the SEC web site at www.sec.gov,
by contacting La Jolla Investor Relations by e-mail at gail.sloan@ljpc.com
or by telephone at (858) 452-6600. La Jolla and its respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from La Jolla’s stockholders in favor of the
proposed transaction. Information about the directors and executive
officers of La Jolla and their respective interests in the proposed
transaction is available in the joint proxy statement/prospectus.
