La Jolla Pharmaceutical Company (NASDAQ: LJPC) today provided responses
to frequently asked questions regarding the Company’s upcoming 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).
Which Proposals Need to Pass In Order for the Merger to be
Approved?
Under the merger agreement with Adamis, ALL
of the following proposals MUST PASS for the merger to close:
Proposal 1 (Issuance of Common Stock to Adamis Stockholders),
Proposal
2 (Reverse Stock Split) AND
Proposal 3 (Name Change to Adamis
Pharmaceuticals Corporation)
What Happens to La Jolla if the Merger is Not Completed?
If the merger with Adamis cannot be completed, La Jolla will only have
limited cash resources, and the La Jolla board of directors may elect
to, among other things, close the business, in which case we currently
expect to return up to $0.02 - $0.03 per share to stockholders, which
could be through a stockholder-approved process or, in light of the
prior difficulties in soliciting stockholder votes, through a
non-stockholder approved process.
Why Should I Support a Reverse Stock Split?
Unlike La Jolla, Adamis has products both on the market and in
development and novel early stage technology. While the reverse stock
split will leave La Jolla stockholders owning fewer shares after the
merger, over time the value of La
Jolla shares after the merger and the reverse stock split is believed to
have the potential to be greater than the value of current La Jolla
shares. Without the merger, La Jolla has no viable operating future.
La
Jolla’s only meaningful asset is its cash which, as of this date, is
about $2.7 million, and has only three accounting/administrative
employees.
What Happens if Proposal 2 Does Not Pass but Proposal 1 Does?
If Proposal 2 does not pass, even if Proposal 1 does, the merger cannot
be completed. The reverse split under
proposal 2 is a necessary part of the merger.
How Many Votes Are Required to Pass Proposal 2?
In order for Proposal 2 to pass, holders
of more than 50% of La Jolla’s 65 million shares outstanding must vote
in favor.
Will La Jolla Pharmaceutical Company Continue to Exist as a
Subsidiary if the Merger is Approved?
No. Under the merger agreement, La Jolla and Adamis will merge, with the
merged company operating under the name Adamis Pharmaceuticals
Corporation. There will not be a La Jolla subsidiary or any other
remaining entity called La Jolla Pharmaceutical Company.
What is the Status of La Jolla's NASDAQ Listing?
La Jolla expects that its common stock will be delisted from NASDAQ
shortly, regardless of whether the merger closes. Based on
correspondence with NASDAQ in advance of La Jolla's February 25, 2010
delisting hearing, La Jolla does not expect that it will be able to
retain its NASDAQ listing beyond the hearing date. This means that La
Jolla's common stock will likely be delisted in the first week of March.
If I Recently Purchased La Jolla Stock, Can I Vote?
Only stockholders who held La Jolla stock on January 22, 2010 are
eligible to vote.
I Haven’t Received My Proxy Materials Yet; How Can I Vote?
To request proxy materials, please contact our proxy solicitor,
MacKenzie Partners, Inc., at (800) 322-2885 or contact La Jolla Investor
Relations by e-mail at gail.sloan@ljpc.com
or by telephone at (858) 452-6600.
There is an extremely limited time to
vote as all votes must be received before Friday,
February 26th.
La Jolla’s Board of Directors and Management urge its stockholders to
act immediately and vote.
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 expected liquidation value of La Jolla
if the merger is not completed, the ability to complete the merger with
Adamis and the potential future value of La Jolla stock post-merger.
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.
