EX-99.1
2
ex99-1.htm
EXHIBIT 99.1 - PRESS RELEASE
ex99-1.htm
Exhibit
99.1
ASPREVA'S
PLAN OF
ARRANGEMENT WITH GALENICA COMPLETED
Victoria,
B.C., Canada; January 3,
2008 -
Aspreva Pharmaceuticals Corporation (NASDAQ: ASPV; TSX: ASV) today
announced the completion of the plan of arrangement with Galenica Group (SWX:
GALN), pursuant to which Galenica, through a wholly-owned Canadian subsidiary,
acquired all outstanding shares of Aspreva for US$26.00 per share in
cash.
With
the completion of the plan of arrangement, Aspreva will delist its shares from
the NASDAQ on January 3, 2008 and the Toronto Stock Exchange on January 7,
2008.
Further
details regarding the terms of the transaction are set out in Aspreva's
management information circular dated November 15, 2007, which was filed by
Aspreva on the Canadian SEDAR website at www.sedar.com and on the United States
Securities and Exchange Commission's website at www.sec.gov.
Financial
and Legal Advisors
Lazard
Frères & Co. LLP and Lehman Brothers Inc. have acted as financial advisors
to Aspreva with respect to the plan of arrangement. Aspreva's legal
advisors are Farris, Vaughan, Wills & Murphy LLP, McCarthy Tétrault LLP and
Cooley Godward Kronish LLP.
UBS
Investment Bank acted as financial advisor to Galenica for the plan of
arrangement. Merrill Lynch International provided Galenica a second
opinion about the transaction. Galenica's legal advisors are
Kellerhals Hess; Blake, Cassels & Graydon LLP and Skadden, Arps, Slate,
Meagher & Flom LLP.
About
Galenica
Galenica
is a diversified group active throughout the healthcare market which,
among other things, develops, manufactures and markets pharmaceutical products,
runs pharmacies, provides logistical services and access to databases and sets
up networks. The Galenica Group enjoys a leading position in all its areas
of
activity - pharmaceutical manufacturing, pre-wholesaling, distribution,
healthcare information and retailing. A large part of Galenica's income is
generated by international operations. For more information please visit
www.galenica.com
About
Aspreva
Aspreva
is a global pharmaceutical company focused on identifying, developing, and,
upon
approval, commercializing evidence-based medicines for patients living with
less
common diseases. Aspreva common stock is traded on the NASDAQ Global Select
Market under the trading symbol ASPV and on the Toronto Stock Exchange under
the
trading symbol ASV. Learn more about the company at
www.aspreva.com
For
Further Information please contact:
Sage
J.
Baker
Vice
President, IR & Corporate Communications
Aspreva
Pharmaceuticals
+1
250-708-4270
sbaker@aspreva.com
Forward-Looking
Statements
This
news release contains forward-looking statements within the meaning of the
United States Private Securities
Litigation Reform Act of 1995
and forward-looking information within the
meaning of applicable securities laws in Canada (collectively, "forward-looking
statements"). The words "anticipates", "believes", "budgets", "could",
"estimates", "expects", "forecasts", "intends", "may", "might", "plans",
"projects", "schedule", "should", "will", "would" and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Forward-looking
statements in this news release include, but are not limited to, statements
about the delisting of Aspreva's shares from the NASDAQ and TSX.
With
respect to the forward-looking statements contained in this news release,
Aspreva has made numerous assumptions regarding, among other
things: Aspreva's ability to protect its intellectual property rights
and to not infringe on the intellectual property rights of others; and Aspreva's
ability to comply with applicable governmental regulations and standards.
Readers are cautioned that the plans, intentions or expectations disclosed
in
any forward-looking statements and underlying assumptions may not be achieved
and that they should not place undue reliance on any forward-looking statement.
Actual results or events could differ materially from the plans, intentions,
expectations, and assumptions expressed or implied in any
forward-looking statements as a result of numerous risks, uncertainties and
other factors, including those relating to: the possibility of Aspreva not
being
able to de-list from the NASDAQ or TSX on a timely basis.
For
a
more thorough discussion of the risks associated with Aspreva's business, see
the "Risk Factors" section in Aspreva's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2007, filed with the U.S. Securities and
Exchange Commission at www.sec.gov and with securities regulatory authorities
in
Canada at www.sedar.com. Although we have attempted to identify important risks,
uncertainties and other factors that could cause actual results or events to
differ materially from those expressed or implied in the forward-looking
statements, there may be other factors that cause actual results or events
to
differ from those expressed or implied in the forward-looking statements. All
forward-looking statements are qualified in their entirety by this cautionary
statement and Aspreva undertakes no obligation to revise or update any
forward-looking statements as a result of new information, future events or
otherwise after the date hereof.

EX - 99 . 1 2 ex99 - 1 . htm EXHIBIT 99 . 1 - PRESS RELEASE ex99 - 1 . htm Exhibit 99 . 1 ASPREVA 'S PLAN OF ARRANGEMENT WITH GALENICA COMPLETED Victoria , B . C . , Canada ; January 3 , 2008 - Aspreva Pharmaceuticals Corporation ( NASDAQ : ASPV ; TSX : ASV ) today announced the completion of the plan of arrangement with Galenica Group ( SWX : GALN ) , pursuant to which Galenica , through a wholly - owned Canadian subsidiary , acquired all outstanding shares of Aspreva for US$ 26.00 per share in cash . With the completion of the plan of arrangement , Aspreva will delist its shares from the NASDAQ on January 3 , 2008 and the Toronto Stock Exchange on January 7 , 2008 . Further details regarding the terms of the transaction are set out in Aspreva 's management information circular dated November 15 , 2007 , which was filed by Aspreva on the Canadian SEDAR website at www.sedar.com and on the United States Securities and Exchange Commission 's website at www.sec.gov . Financial and Legal Advisors Lazard Frères & Co . LLP and Lehman Brothers Inc . have acted as financial advisors to Aspreva with respect to the plan of arrangement . Aspreva ' s legal advisors are Farris , Vaughan , Wills & Murphy LLP , McCarthy Tétrault LLP and Cooley Godward Kronish LLP . UBS Investment Bank acted as financial advisor to Galenica for the plan of arrangement . Merrill Lynch International provided Galenica a second opinion about the transaction . Galenica 's legal advisors are Kellerhals Hess ; Blake , Cassels & Graydon LLP and Skadden , Arps , Slate , Meagher & Flom LLP . About Galenica Galenica is a diversified group active throughout the healthcare market which , among other things , develops , manufactures and markets pharmaceutical products , runs pharmacies , provides logistical services and access to databases and sets up networks . The Galenica Group enjoys a leading position in all its areas of activity - pharmaceutical manufacturing , pre - wholesaling , distribution , healthcare information and retailing . A large part of Galenica 's income is generated by international operations . For more information please visit www.galenica.com About Aspreva Aspreva is a global pharmaceutical company focused on identifying , developing , and , upon approval , commercializing evidence - based medicines for patients living with less common diseases . Aspreva common stock is traded on the NASDAQ Global Select Market under the trading symbol ASPV and on the Toronto Stock Exchange under the trading symbol ASV . Learn more about the company at www.aspreva.com For Further Information please contact : Sage J . Baker Vice President , IR & Corporate Communications Aspreva Pharmaceuticals + 1 250 - 708 - 4270 sbaker@aspreva.com Forward - Looking Statements This news release contains forward - looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward - looking information within the meaning of applicable securities laws in Canada ( collectively , " forward - looking statements " ) . The words " anticipates " , " believes " , " budgets " , " could " , " estimates " , " expects " , " forecasts " , " intends " , " may " , " might " , " plans " , " projects " , " schedule " , " should " , " will " , " would " and similar expressions are intended to identify forward - looking statements , although not all forward - looking statements contain these identifying words . Forward - looking statements in this news release include , but are not limited to , statements about the delisting of Aspreva 's shares from the NASDAQ and TSX . With respect to the forward - looking statements contained in this news release , Aspreva has made numerous assumptions regarding , among other things : Aspreva 's ability to protect its intellectual property rights and to not infringe on the intellectual property rights of others ; and Aspreva 's ability to comply with applicable governmental regulations and standards . Readers are cautioned that the plans , intentions or expectations disclosed in any forward - looking statements and underlying assumptions may not be achieved and that they should not place undue reliance on any forward - looking statement . Actual results or events could differ materially from the plans , intentions , expectations , and assumptions expressed or implied in any forward - looking statements as a result of numerous risks , uncertainties and other factors , including those relating to : the possibility of Aspreva not being able to de - list from the NASDAQ or TSX on a timely basis . For a more thorough discussion of the risks associated with Aspreva 's business , see the " Risk Factors " section in Aspreva 's Quarterly Report on Form 10 - Q for the quarter ended September 30 , 2007 , filed with the U . S . Securities and Exchange Commission at www.sec.gov and with securities regulatory authorities in Canada at www.sedar.com . Although we have attempted to identify important risks , uncertainties and other factors that could cause actual results or events to differ materially from those expressed or implied in the forward - looking statements , there may be other factors that cause actual results or events to differ from those expressed or implied in the forward - looking statements . All forward - looking statements are qualified in their entirety by this cautionary statement and Aspreva undertakes no obligation to revise or update any forward - looking statements as a result of new information , future events or otherwise after the date hereof .