Dura Announces Intent to Discontinue Albuterol Spiros(TM) Development Program
SAN DIEGO, Feb. 14 /PRNewswire/ -- Dura Pharmaceuticals, Inc. (Dura)
(Nasdaq: DURA) today announced that it has made an offer to the board of
directors of Spiros Development Corporation II, Inc. (SDCII)
(Nasdaq: SDCO) to acquire all of the outstanding callable common stock of
SDCII at a cash price of $12.50 per share or total cash consideration of
approximately $79.0 million. The Dura warrants (Nasdaq: DURAW) that separated
from the SDCII callable shares on January 1, 2000 are not affected by Dura's
offer. In the offer, Dura proposed to complete the acquisition by means of a
tender offer followed by a merger at the same $12.50 price per share. The
offer is subject to the negotiation and execution of a satisfactory merger
agreement, but is not subject to financing. SDCII previously informed Dura
that it had formed a committee of independent directors to consider the
company's strategic alternatives, including any transactions proposed by Dura.
"This offer represents significant premiums to the recent trading prices
for SDCII's callable common stock and SDCII's available cash per share and we
intend to work diligently to reach a definitive agreement with SDCII," said
Cam L. Garner, Dura's Chairman and Chief Executive Officer. "We believe a
successful acquisition of SDCII will remove any uncertainty and confusion
surrounding Dura's relationship with SDCII, resulting in part from SDCII's
current cash position and cash burn, and the pending pronouncement issued by
the Financial Accounting Standards Board covering consolidations. The
consolidation of SDCII into Dura will eliminate the earnings impact of SDCII
contract revenue net of related income tax expense. We believe the
acquisition of SDCII, as we are proposing, will enhance Dura shareholder value
for the long-term."
As previously announced, Dura, on behalf of SDCII, has been addressing
chemistry, manufacturing and control (CMC) issues for Albuterol Spiros(TM) and
at the same time evaluating the market potential and financial return from
this product candidate. Dura has concluded its evaluation, and upon
successful completion of the proposed acquisition of SDCII, Dura plans for
commercial reasons to discontinue development of albuterol in the current
Spiros(R) platform. The Company stated that the full market value of the
existing respiratory products is resident in the two steroids in development
and that development activity on these two products, Beclomethasone Spiros(TM)
and Budesonide Spiros(TM), is moving ahead.
"Although we plan to discontinue the Albuterol Spiros(TM) program, we
continue to have confidence in the Spiros(R) platform and remain very excited
about the opportunity with the steroid products and the successful development
of Beclomethasone Spiros(TM) and Budesonide Spiros(TM)," stated David S.
Kabakoff, Ph.D., President of Dura Technologies. "The clinical programs for
the two steroids are continuing as patient enrollment for the Beclomethasone
Spiros(TM) reliability study was recently completed. The Spiros(R) clinical
programs and regulatory reviews, if successful and assuming the acquisition of
SDCII, should allow for the two steroid product candidates to add
significantly to Dura's product revenues beginning in the 2002 and 2003
timeframe, respectively. In addition, we are currently evaluating additional
candidates for development in the Spiros(R) platform with a goal of commencing
development on a selected compound in 2000. We are also actively pursuing
partnerships for local and systemic delivery of products that could benefit
from delivery in the Spiros(R) platform."
Dura Pharmaceuticals, Inc. is a San Diego based developer and marketer of
prescription pharmaceutical products for the treatment of allergies, asthma,
pneumonia and related respiratory conditions. Dura focuses on the U.S.
respiratory market because of its size and growth opportunities through two
major strategies: (1) acquiring prescription pharmaceuticals and/or businesses
developing or marketing such pharmaceuticals to support its marketing presence
in high-prescribing physicians' offices and/or the hospital market, and
(2) developing Spiros(R), a pulmonary drug delivery system for both topical
and systemic delivery of medications.
Except for the historical and factual information contained herein, the
matters discussed in this press release may contain forward-looking statements
which involve risks and uncertainties, including the completion of the
acquisition of SDCII, Inc. on acceptable terms, the timely initiation and
successful completion of the clinical trial programs for the Spiros(R)
products, the ability to obtain adequate funding to complete the clinical
trial programs for the Spiros(R) products, the timely FDA approval of the
Spiros(R) products, if at all, the dependence on third parties for
manufacturing and development, the competitiveness of the pharmaceutical
industry, risks inherent in merger and acquisition transactions and other
risks detailed from time to time in Dura's filings with the Securities and
Exchange Commission. Actual results may differ materially from those
projected. Any forward-looking statements represent Dura's judgment as of the
date of this release. Dura disclaims, however, any intent or obligation to
update these forward-looking statements. Further information about Dura
Pharmaceuticals, Inc. can be found at http://www.durapharm.com .
News releases from Dura Pharmaceuticals are available at no charge on
Dura's web site at http://www.durapharm.com and through PR Newswire's On-Call fax
service by calling (800) 758-5804, extension 197051.
SOURCE Dura Pharmaceuticals, Inc.
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CONTACT:
Michael T. Borer, Senior Vice President and
Chief Financial Officer of Dura Pharmaceuticals, 858-457-2553
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