Seeking Shareholder Approval for Proposed Merger with Seelos Therapeutics, Inc.
SAN DIEGO, Dec. 10, 2018 (GLOBE NEWSWIRE) -- Apricus Biosciences, Inc. (Nasdaq: APRI), a biopharmaceutical company advancing innovative medicines in urology and rheumatology, reminds shareholders to vote by proxy before the upcoming special stockholders meeting on December 14, 2018. Apricus is holding a special meeting of stockholders in order to obtain the stockholder approvals required pursuant to the terms of the Merger Agreement with Seelos Therapeutics, Inc. and the Securities Purchase Agreement to finance the post-merger corporation or necessary under Nevada law, in order to complete the merger, the financing and related matters. The Apricus special meeting will be held at 8:00 a.m., Pacific time, on December 14, 2018 at Latham & Watkins LLP, located at 12670 High Bluff Drive, San Diego, California 92130, unless postponed or adjourned to a later date. If you have questions or need help voting your shares, please call our proxy solicitation firm, Morrow Sodali LLC at 1-877-787-9239.
“We look forward to this important meeting with our shareholders as we look to complete the proposed merger with Seelos Therapeutics,” stated Richard W. Pascoe, Chief Executive Officer. “We believe that this strategic combination with Seelos is in the best interest of our shareholders, as it will provide an opportunity to create value from a diversified pipeline of late-stage clinical assets in areas of high unmet need, with the goal of bringing innovative treatments to patients whose needs are not met by currently approved therapies.”
About the Proposed Merger
Under the terms of the merger agreement, the holders of Seelos’ outstanding capital stock immediately prior to the merger will receive shares of common stock of Apricus upon closing of the merger. On a pro forma and fully-diluted basis, Seelos shareholders are expected to own approximately 85% of the merged company and current Apricus shareholders are expected to own approximately 15% of the merged company, subject to customary adjustments of net cash upon closing.
Upon closing, current Apricus shareholders will receive one Contingent Value Right (CVR) per share of Apricus common stock owned. The CVR is comprised of the following payments:
- CVR holders will be entitled to receive 90% of any cash payments (or the fair market value of any non-cash payments) exceeding $500,000 received, during a period of ten years from the closing of the merger, based on the sale or out-licensing of the Vitaros assets, including any milestone payments, less reasonable transaction expenses, as fully described in the CVR Agreement that will be entered into among Apricus, Seelos and the Rights Agent.
In order to be eligible for the CVR, an Apricus shareholder must be a holder of record at the close of business immediately prior to the closing of the merger between Apricus and Seelos.
The proposed merger has been unanimously approved by the board of directors of each company and is expected to close in 2018, subject to approval of the transaction by the shareholders of both companies, and other customary closing conditions.
Canaccord Genuity LLC is acting as exclusive financial advisor and Latham & Watkins LLP is acting as legal advisor to Apricus. Paul Hastings LLP is acting as legal advisor to Seelos.
About Seelos Therapeutics, Inc.
Seelos Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on the development and advancement of novel therapeutics to address unmet medical needs for the benefit of patients with central nervous system disorders. The Company’s robust portfolio includes several late-stage clinical assets targeting psychiatric and movement disorders, including orphan diseases. Seelos is based in New York. For more information, please visit our website: www.SeelosTx.com, the content of which is not incorporated herein by reference.
About Apricus Biosciences Inc.
Apricus Biosciences, Inc. (APRI) is a biopharmaceutical company seeking to advance innovative medicines in urology and rheumatology. For more information, please visit our website: www.apricusbio.com, the content of which is not incorporated herein by reference.
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, we are using forward-looking statements when we discuss the structure, timing and completion of the proposed merger; the combined company’s listing on Nasdaq after closing of the proposed merger; the possibility that any out-licensing of Vitaros assets will occur and that the conditions to payment under the CVRs will be met; expectations regarding ownership structure of the combined company; the future operations of the combined company and its ability to successfully initiate and complete clinical trials and achieve regulatory milestones and related timing; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; and that the product candidates have the potential to address critical unmet needs of patients with serious diseases and conditions. Apricus and Seelos may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Because such statements deal with future events and are based on Apricus’ current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Apricus could differ materially from those described in or implied by the statements in this press release, including: the risk that the conditions to the closing of the transaction are not satisfied, including the failure to timely or at all obtain shareholder approval for the transaction; uncertainties as to the timing of the consummation of the transaction and the ability of each of Apricus and Seelos to consummate the transaction; risks related to Apricus ability to correctly manage its operating expenses and its expenses associated with the transaction pending closing; risks related to the market price of Apricus’ common stock relative to the exchange ratio; unexpected costs, charges or expenses resulting from the transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger transaction; the uncertainties associated with the clinical development and regulatory approval of product candidates such as SLS-002, SLS-006, SLS-008, SLS-010 and SLS-012, including potential delays in the commencement, enrollment and completion of clinical trials; the potential that earlier clinical trials and studies of Seelos’ product candidates may not be predictive of future results; and the requirement for additional capital to continue to advance these product candidates, which may not be available on favorable terms or at all. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the those risks discussed under the heading “Risk Factors” in Apricus’ annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2018, and in any subsequent filings with the SEC. Except as otherwise required by law, Apricus disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or circumstances or otherwise.