La Jolla Pharmaceutical Company (NASDAQ: LJPC) today announced that it
will hold a special meeting of stockholders on February 26, 2010 at 3:00
p.m. Pacific Time to vote on its proposed merger with Adamis
Pharmaceuticals Corporation (OTCBB: ADMP). Anyone who held La Jolla
stock as of January 22, 2010 will receive proxy materials and be
eligible to vote at the special meeting.
It is imperative that La Jolla
stockholders vote at this special meeting of stockholders.
Holders of more than 50% of La Jolla’s 65 million shares outstanding are
required to be present in person or represented by proxy to hold the
meeting.
For the merger to be
completed, holders of more than 50% of La Jolla’s shares must vote in
favor. If too few of La Jolla’s stockholders vote, or
if the merger is not approved, La Jolla will have limited cash
resources, and the La Jolla board of directors may elect to, among other
things, close the business and complete a voluntary dissolution under
Delaware law.
Dr. Deirdre Y. Gillespie, La Jolla’s CEO, stated, "This merger provides
potential upside for La Jolla’s stockholders as Adamis has current and
anticipated future revenues from its recently launched epinephrine
syringe and additional products in the pipeline. To close this deal, La
Jolla’s unusually large base of 12,000 stockholders need to act and vote
- every vote is critical.
The likely alternative to the merger is to close the Company, in which
case we currently expect returning $0.02 - $0.03 per share to
stockholders.”
There is an extremely limited time to
vote as all votes must be received before Friday,
February 26th.
La Jolla’s NASDAQ delisting hearing is scheduled for February 25th.
Assuming the appeal is unsuccessful, La Jolla expects that its common
stock could be delisted as early as March 1.
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.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995.
These statements relate to future events or our future results of
operations or future financial performance, including, but not limited
to the following statements: the future operations of Adamis, the
expected liquidation value of La Jolla if the merger is not completed,
and the ability to complete the merger with Adamis. These statements are
only predictions and involve known and unknown risks, uncertainties and
other factors, which may cause La Jolla’s actual results to be
materially different from these forward-looking statements. Certain of
these risks, uncertainties, and other factors are described in greater
detail in the joint proxy statement/prospectus, as well as in La Jolla’s
filings from time to time with the SEC, which La Jolla strongly urges
you to read and consider, all of which are available free of charge on
the SEC’s web site at http://www.sec.gov.
La Jolla expressly disclaims any intent to update any forward-looking
statements.
