By Ameet Sachdev | Hospira Inc.’s stalled $145 million acquisition of Javelin
Pharmaceuticals has gone to court.
Javelin said Thursday that it has sued Hospira to compel the Lake Forest
company to complete a merger agreement signed in April. The lawsuit was
filed in the Delaware Court of Chancery.
Hospira has twice extended its tender offer to purchase the shares of
Javelin for $2.20 a share, citing unsatisfied merger conditions. The
last offer expired at midnight Wednesday. The new deadline is midnight
on June 16.
Hospira has backed off from completing the merger after Javelin’s anti-inflammatory drug Dyloject was pulled last month in the United Kingdom. The recall came after some vials were found to include a “white particulate matter.”
Javelin licenses the drug to a third-party in the U.K. Javelin has said that its licensee has found no link between the contaminated vials and patient safety concerns.
Javelin is waiting for U.S. regulatory approval of Dyloject.
Because of the Dyloject issues, Hospira said Thursday that conditions of the merger were not satisfied by Wednesday’s deadline.
Javelin contends, however, that Hospira has breached the merger agreement by failing to complete the transaction.
Javelin is based in Cambridge, Mass. Last month it terminated an all-stock merger agreement it had with Myriad Pharmaceuticals Inc. in favor of a higher all-cash bid from Hospira.
Hospira management probably realized their skeleton crew of remaining American workers could not pull off the Javelin integration.