Hospira subsidiary completes tender offer for Javelin's outstanding shares of common stock

Jul 1 2010

Hospira, Inc. (NYSE: HSP), a global specialty pharmaceutical and medication delivery company, today announced the successful completion of the tender offer by Discus Acquisition Corporation, a wholly owned Hospira subsidiary, to purchase all outstanding shares of the common stock of Javelin Pharmaceuticals, Inc. (NYSE Amex: JAV).

As previously announced, the offer expired at 12:00 midnight, New York City time, on June 30, 2010 (the end of the day on June 30, 2010). Based on information provided by Computershare Trust Company, N.A., the depositary for the offer, as of the close of business on the expiration date of the offer, 51,346,299 Javelin shares were validly tendered and not withdrawn. The tendered shares represent approximately 79.16% of Javelin's outstanding shares of common stock. All Javelin shares that were validly tendered and not withdrawn immediately prior to the expiration of the offer have been accepted by Hospira for payment. Hospira will purchase and pay for all such shares promptly.

In accordance with the merger agreement among the parties, Hospira intends to exercise its "top-up" option to increase its share ownership percentage of Javelin shares through the purchase from Javelin of newly issued shares of Javelin common stock at the same $2.20 per share paid in the tender offer in order to allow Hospira to effect a short-term merger under Delaware law.

Hospira intends to promptly complete the acquisition of Javelin through a short-form merger under Delaware law, as soon as practicable, with the completion of the merger anticipated to occur on or about July 2, 2010.  As a result of the merger, any remaining shares of Javelin common stock will be converted into the right to receive the offer price of $2.20 in cash paid in the tender offer, without interest and less any required withholding taxes (other than shares of Javelin common stock for which appraisal right are validly exercised under Delaware law and any shares owned by Hospira or any of its subsidiaries). Upon completion of the merger, Javelin will become a wholly owned subsidiary of Hospira, its shares will cease to be traded on the NYSE Amex, and Javelin will no longer be required to file certain information and periodic reports with the U.S. Securities and Exchange Commission (SEC).

With the acquisition of Javelin, Hospira expects to take advantage of synergies between Javelin's main product candidate, Dyloject™, a post-operative pain management drug currently awaiting U.S. Food and Drug Administration (FDA) approval, and Hospira's proprietary sedation agent, Precedex™. Both drugs are marketed to anesthesiologists, enabling Hospira to leverage its Precedex sales force to promote Dyloject.

Dyloject is a proprietary non-opioid analgesic that reduces the need for traditional intravenous opioids. Opioids are central to the management of post-operative pain, but are associated with significant adverse events, including respiratory depression, sedation, nausea and vomiting, slowing of the gastrointestinal function and urinary retention.

Hospira would have global rights to Dyloject with the exception of Europe, where rights are currently licensed to a third party. After receipt of the appropriate regulatory approval, Hospira plans to market the product in the United States, Canada, Latin America and the Asia-Pacific region. These are areas where Hospira also markets Precedex, and represent a good fit for Hospira's Precedex and acute-care strategy.