La Jolla Pharmaceutical Company (NASDAQ: LJPC) today provided an update
on 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).
YOUR VOTE IS CRITICAL. To date, holders of only 9% of La Jolla’s
outstanding common stock have voted their shares but in order to hold
the special stockholders’ meeting on February 26, 2010, holders of a
majority of the outstanding shares must vote. To date, those
stockholders who have voted have overwhelmingly supported the merger
proposals, including the reverse stock split. 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.
If You Have Received Your Voting
Materials - please vote telephonically or via the
internet as instructed in your voting materials in order to
ensure your vote is counted. If you have any questions about voting or
need assistance, please contact Mackenzie Partners.
If the Merger With Adamis is Not
Completed, the La Jolla Board of Directors Will Most Likely Close the
Business. If La Jolla is closed, we currently expect to
return up to $0.02 - $0.03 per share to stockholders.
All Votes Must be Received Before
Friday,
February 26th.
La Jolla’s Board of Directors and Management believe that the merger is
the only chance of stockholder upside and therefore 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.
