Adamis Pharmaceuticals Announces Termination of Merger Agreement
Adamis Pharmaceuticals Corporation has announced that Adamis and La Jolla Pharmaceutical Company have agreed to terminate their merger agreement relating to the proposed merger of the two companies. The termination follows the announcement by La Jolla on March 3, 2010, that its common stock would be suspended and delisted from the Nasdaq stock market effective at the open of business on Thursday, March 4, 2010. Although the overwhelming majority of La Jolla shareholders that returned their proxy voted to approve the merger, only 13% of La Jolla's outstanding common stock was represented. As a result, the La Jolla stockholder meeting and the solicitation of further votes had been cancelled due to the delisting from Nasdaq. La Jolla had previously announced that if its common stock was delisted from Nasdaq, it would need additional regulatory approvals to continue soliciting proxies, resulting in significant additional costs and time delays, and that such approvals would be difficult to obtain and may not be obtained at all.
"In light of fact that the boards of Adamis and La Jolla recommended the merger, and the Adamis shareholders voted to approve, we are disappointed that we were unable to complete the transaction. We wish them well. While we thought that the proposed transaction would be beneficial for both companies, we believe we have identified alternatives for moving forward and implementing our business plan, and we will immediately proceed with those alternatives," said Dennis J. Carlo, Ph.D., President and Chief Executive Officer of Adamis. "We are very excited about our recently announced agreement to acquire exclusive license agreements covering three small molecule compounds from Colby Pharmaceuticals for the potential treatment of human prostate cancer. In 2006 and 2007, two of the three compounds won the National Cancer Institute (NCI) RAPID Award. This award is given for compounds that the NCI consider the most promising new drugs for the treatment of cancer," added Dr. Carlo.