La Jolla Pharmaceutical Company (NASDAQ:LJPC) today announced that it
has called a special meeting of stockholders for October 30, 2009 for
the purpose of voting on a Plan of Complete Liquidation and Dissolution.
If approved, the Company would expect to dissolve shortly after the
stockholders’ meeting and then commence a liquidation process through
which the Company expects that it would satisfy remaining creditor
obligations and distribute any remaining cash once the dissolution is
complete.
As of August 31, 2009, the Company had cash, net of liabilities and
obligations, of approximately $4.4 million. After projected operating
and shut down costs, the Company projects that there will be between
$0.028 and $0.045 per share available for distribution to holders of the
approximately 66 million shares of common stock issued and outstanding.
Included in the cash balance as of August 31, 2009 were the proceeds
from the Company’s sale of the SSAO assets. As of that same date, the
Company had written down the value of the Riquent program and related
assets to zero and expects that the Riquent patents will lapse as a
result of the Company’s decision to cease all ongoing patent maintenance
activities and related expenditures. As a result of these actions, the
Company has no ongoing research programs.
While the Company is seeking stockholder approval for the dissolution,
the Company expects that it will maintain its listing on the NASDAQ
Capital Market. However, if the dissolution is not completed by November
6, 2009, the Company expects that NASDAQ will take action at that time
to commence proceedings to delist the Company’s common stock.
Complete details regarding the dissolution proposal to be considered at
the special meeting can be found in the Company’s proxy statement on
Schedule 14A, filed with the SEC on October 1, 2009. A copy of the proxy
statement is available on the Company’s website at www.ljpc.com
and was mailed to record holders on October 7, 2009. Stockholders are
urged to return proxies and vote on the dissolution proposal before the
date of the special meeting; voting early may save the Company
additional proxy solicitation costs.
Cautionary Statement Regarding Forward-Looking Statements
The forward-looking statements in this press release involve
significant risks, assumptions and uncertainties, and a number of
factors, both foreseen and unforeseen, could cause actual results to
differ materially from our current expectations. Forward-looking
statements include those that express a plan, belief, expectation,
estimation, anticipation, intent, contingency, future development or
similar expression.
For example, there can be no assurance that
the Company will receive the stockholder approval necessary to approve
the pending dissolution or that the net proceeds available for
distribution to the Company’s stockholders will be as projected.
Readers
should not rely on forward-looking statements as predictions of future
events.
The outcome of the events described in these
forward-looking statements are subject to the risks, uncertainties and
other factors described above and in the "Risk Factors" contained in our
Annual Report on Form 10-K for the year ended December 31, 2008 and in
subsequent quarterly reports on Form 10-Q. The Company expressly
disclaims any intent to update forward-looking statements.