Endo Pharmaceuticals (Nasdaq: ENDP) today announced the successful completion of the tender offer by its indirect wholly owned subsidiary, West Acquisition Corp., for all of the outstanding shares of common stock of Penwest Pharmaceuticals Co. (Nasdaq: PPCO).
American Stock Transfer & Trust Company, the depositary for the tender offer, has advised Endo that, as of 12:00 midnight, New York City time, on Sept. 17, 2010, the expiration of the tender offer, approximately 30,810,778 shares were validly tendered and not withdrawn in the tender offer, representing approximately 82.80 percent of Penwest's issued and outstanding shares of common stock (including shares of common stock issuable upon the conditional exercise of options to purchase shares of common stock and warrants to acquire shares of common stock, each having an exercise price of less than the tender offer price of $5.00 per share). All validly tendered shares have been accepted for payment and Endo will pay for all such shares promptly.
Endo will acquire any Penwest shares that were not purchased in the tender offer in a second-step merger which is expected to be completed in the fourth quarter of 2010. Upon effectiveness of the merger, each outstanding share of Penwest common stock will be cancelled and converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer, and Penwest will become an indirect wholly owned subsidiary of Endo. Thereafter, Penwest common stock will cease to be traded on the NASDAQ Stock Market.
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