Shepard Vision, Inc., a Wholly-Owned Subsidiary of Nichi-Iko Pharmaceutical Co., Ltd, Commences All-Cash Tender Offer of $21.75 Net Per Share to Acquire All Outstanding Shares of Sagent Pharmaceuticals, Inc.

TOKYO & SCHAUMBURG, Ill.–(BUSINESS WIRE)–Shepard Vision, Inc., a Delaware corporation (the “Purchaser”) and a
wholly-owned subsidiary of Nichi-Iko Pharmaceutical Co., Ltd. (the
“Parent”), a joint stock corporation organized under the laws of Japan,
today announced that it has commenced its previously announced tender
offer to acquire all of the outstanding shares of common stock of Sagent
Pharmaceuticals, Inc. (“Sagent”), a Delaware corporation (NASDAQ: SGNT),
at a price of $21.75 per Share (the “Offer Price”), net to the holder in
cash, without interest, less any applicable withholding taxes (the
“Offer”).
The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of July 10, 2016 (as it may be amended, modified or
supplemented from time to time, the “Merger Agreement”), by and among
the Parent, the Purchaser and Sagent.
The Offer and withdrawal rights expire at the time that is one minute
following 11:59 p.m. (12:00 a.m.), New York City time, on August 26,
2016, unless the Purchaser extends the Offer. The Offer is subject to
conditions, including the tender of a majority of Shares outstanding and
the expiration or earlier termination of any applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and other customary conditions. The Offer is not subject to any
financing condition.
Pursuant to and subject to the Merger Agreement, as soon as practicable
following the consummation of the Offer, Purchaser will, in accordance
with Section 251(h) of the General Corporation Law of the State of
Delaware (the “DGCL”), merge with and into Sagent (the “Merger”), with
Sagent continuing as the surviving corporation and a wholly-owned
subsidiary of Parent. Each Share outstanding immediately prior to the
time the Merger becomes effective (other than Shares (i) owned by
Sagent, Parent or Purchaser or their respective subsidiaries, or (ii)
held by a Sagent stockholder who is entitled to demand and properly
demands appraisal of such Shares pursuant to, and in compliance in all
respects with, the provisions of Section 262 of the DGCL, and in the
case of (i), such Shares will no longer be outstanding and will
automatically be canceled and will cease to exist, and no consideration
will be delivered in exchange therefor) will be automatically canceled
and converted into the right to receive $21.75 per Share in cash,
without interest, less any applicable withholding taxes.
Sagent’s board of directors has unanimously adopted resolutions (i)
approving the execution, delivery and performance of the Merger
Agreement, (ii) determining that entering into the Merger Agreement is
in the best interest of Sagent and its stockholders, (iii) declaring the
Merger Agreement and the transactions contemplated by the Merger
Agreement, including the Offer and the Merger, advisable and (iv)
recommending that Sagent’s stockholders accept the Offer and tender
their shares into the Offer.
About Nichi-Iko Pharmaceutical Co., Ltd
Parent is the largest generic drug manufacturer in Japan by sales. In
its fiscal year ended March 31, 2014, it became the first Japanese
generic medicine manufacturer to reach JPY100 billion in annual sales
(approximately, $950 million as of July 28, 2016) and consolidated net
sales in the fiscal year ended March 31, 2016 reached JPY143.5 billion
(approximately $1.36 billion as of July 28, 2016). Since its
establishment in 1965, Parent has earned a reputation for operating at
the forefront of quality assurance with premium quality generic
pharmaceuticals. It has grown market share with an extensive lineup of
more than 1,000 commercialized products — the largest number among
domestic pharmaceutical manufacturers — as well as strong relationships
with wholesalers. Parent’s development has been enhanced by six
acquisitions and nine business alliances since the appointment of
current President & CEO Yuichi Tamura in 2000. Parent employs 1,142
people and operates seven production sites, one research and development
facility, and four distribution centers throughout Japan. Parent’s
Medium-term Business Plan for the three fiscal years from April 2016
through March 2019 contemplates Parent growing to be a global top 10
generics pharmaceutical company. This plan, which Parent refers to as
“Obelisk” incorporates three core strategies: Power of Expansion, Power
of Production, and Power of Development. Parent is listed on the Tokyo
Stock Exchange and its current market capitalization is approximately
JPY 140 billion (approximately $1.33 billion as of July 28, 2016). For
more information, visit www.nichiiko.co.jp/english.
About Sagent Pharmaceuticals
Sagent Pharmaceuticals, founded in 2006, is a leading provider of
affordable pharmaceuticals to the hospital market. Sagent has created a
unique, global network of resources, comprising rapid development
capabilities, sophisticated manufacturing and innovative drug delivery
technologies, resulting in an extensive and rapidly expanding
pharmaceutical product portfolio that fulfills the evolving needs of
patients.
Important Information
This communication is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares of
Sagent common stock. The solicitation and offer to buy shares of Sagent
common stock will only be made pursuant to an offer to purchase and
related materials that the Purchaser and the Parent files with the U.S.
Securities and Exchange Commission (the “SEC”). The Purchaser and the
Parent are filing a Tender Offer statement on Schedule TO with the SEC,
and Sagent is filing a solicitation/recommendation statement on Schedule
14D-9 with respect to the Offer. Sagent’s stockholders are advised to
read the Schedule TO (including the offer to purchase, the related
letter of transmittal and other offer documents) and the Schedule 14D-9,
as each may be amended or supplemented from time to time, and any other
relevant documents filed with the SEC when they become available before
they make any decision with respect to the Offer because they will
contain important information about the Offer, the Merger and the
parties thereto. Both the Tender Offer statement and the
solicitation/recommendation statement is being mailed to Sagent’s
stockholders free of charge. Investors and stockholders may obtain free
copies of the Schedule TO and Schedule 14D-9, as each may be 2 amended
or supplemented from time to time, and other documents filed by the
parties (when available) at the SEC’s web site at www.sec.gov
or from Okapi Partners LLC, the information agent for the Offer (the
“Information Agent”). Questions, requests for assistance and requests
for additional copies of the Offer materials may be directed to the
Information Agent, at the address and telephone number set forth below.
Cautionary Statement Regarding Forward-Looking Statements
Any statements made in this communication that are not descriptions of
historical facts, including those relating to the potential effects and
benefits of the transaction on both Parent and Sagent and any other
statements about future expectations, are forward-looking statements
that are based on management’s beliefs, certain assumptions and current
expectations, and should be evaluated as such. Forward-looking
statements also include statements that may relate to Parent’s or
Sagent’s plans, objectives, strategies, goals, future events, future
financial and operating performance, and other information that is not
historical information. These statements may be identified by their use
of forward-looking terminology such as the words “anticipate,” “expect,”
“suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,”
“could,” “should,” “may,” “will,” “would,” “continue,” “forecast,” and
other similar expressions. Forward-looking information is based on,
among other things, opinions, assumptions, estimates and analyses that,
while considered reasonable by us at the date the forward-looking
information is provided, are inherently subject to significant risks,
uncertainties, contingencies and other factors that may cause actual
results and events to differ materially from those expressed or implied
by the forward-looking information. There are a number of important
factors that could cause actual results or events to differ materially
from those indicated by such forward looking statements. These risks and
uncertainties include, but are not limited to, general economic,
business and market conditions, the satisfaction of the conditions to
the consummation of the proposed transaction, the timing of the
completion of the proposed transaction and the potential impact of the
announcement or consummation of the proposed transaction on Sagent’s and
Parent’s important relationships, including with employees, suppliers
and customers. For a further description of the risks and uncertainties
that could cause actual results to differ from those expressed in these
forward-looking statements, as well as risks relating to the business of
Sagent in general, see Sagent’s Form 10-K for the year ended December
31, 2015, subsequent reports on Form 10-Q and 8-K, and other filings by
Sagent with the SEC. Further, forward-looking statements speak only as
of the date they are made, and neither Parent nor Sagent undertakes any
obligation to update or revise any forward-looking statements to reflect
changed assumptions, the occurrence of unanticipated events or changes
to future operating results over time, except as required by law. All
written and oral forward-looking statements attributable to us or
persons acting on our behalf are qualified in their entirety by these
cautionary statements.
The Information Agent for the Offer is:
Okapi Partners LLC
1212
Avenue of the Americas, 24th Floor
New York, NY 10036
Banks
and Brokers, Call: (212) 297-0720
All Others, Call Toll-Free: (877)
566-1922
Email: info@okapipartners.com