WILMINGTON, N.C., Sept. 19 /PRNewswire-FirstCall/ -- aaiPharma Inc.
(Nasdaq: AAII), which last month announced a definitive agreement to merge
with CIMA LABS INC. (Nasdaq: CIMA), today confirmed that it has been notified
by CIMA that CIMA's Board of Directors has agreed to enter into discussions
with CEPHALON INC. (Nasdaq: CEPH) regarding their proposal to possibly acquire
CIMA.
"We view the merger of CIMA and aaiPharma as providing significant
strategic advantages for both companies which will create substantial
shareholder value," commented Dr. Philip S. Tabbiner, President and CEO of
aaiPharma. "As we have stated before, we are committed to completing the
transaction with CIMA under the terms agreed upon."
About aaiPharma
aaiPharma Inc. is a leading, science-based specialty pharmaceutical
company with corporate headquarters in Wilmington, North Carolina. With more
than 23 years of drug development expertise and a proven sales and marketing
track record, the Company is focused on acquiring, improving and marketing
well-known, branded medicines in pain management, gastroenterology and
critical care. In addition to its branded product portfolio and robust
pipeline, aaiPharma continues to offer comprehensive drug development services
to the pharmaceutical, biotechnology, generic and device industries through
its services division, AAI Development Services. For more information, please
visit aaiPharma's website at http://www.aaipharma.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. These statements are based on the current expectations and
beliefs of the management of aaiPharma and are subject to a number of factors
and uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. The forward-looking
statements contained in this press release include statements about future
growth and the proposed merger of aaiPharma and CIMA. These statements are
not guarantees of future performance, involve certain risks, uncertainties and
assumptions that are difficult to predict, and are based upon assumptions as
to future events that may not prove accurate. Therefore, actual outcomes and
results may differ materially from what is expressed herein.
Risks and uncertainties pertaining to the following factors, among others,
could cause actual results to differ materially from those described in the
forward-looking statements: the ability of aaiPharma and CIMA to obtain the
stockholder and regulatory approvals required for the merger; the new
company's ability to successfully integrate the businesses of the two
companies; unexpected costs involved in the merger or in the new company's
ability to achieve cost-cutting synergies; the impact of uncertainty
surrounding the merger on the businesses of the two companies; the impact of
competition, new data, supply issues or marketplace trends on the market for
the companies' products; deterioration in the business of aaiPharma or CIMA
prior to closing; technical, regulatory or manufacturing issues, new data or
intellectual property disputes that may affect the companies' programs; the
ability of aaiPharma and the new company to develop and market products in a
timely manner; and difficulties in gaining approval of new products.
Additional economic, business, competitive and/or regulatory factors affecting
aaiPharma's and CIMA's businesses generally that may cause actual results to
differ materially are discussed in their respective filings with the
Securities and Exchange Commission (the "SEC"), including their Annual Reports
on Form 10-K for the fiscal year ended December 31, 2002, especially in the
Management's Discussion and Analysis section, their most recent Quarterly
Reports on Form 10-Q and their Current Reports on Form 8-K. aaiPharma does
not undertake any obligation to (and expressly disclaim any such obligation
to) update or alter their forward-looking statements, whether as a result of
new information, future events or otherwise.
Additional Information and Where to Find It
In connection with a proposed business combination transaction, Scarlet
Holding Corporation, the holding company in the proposed merger transaction
with CIMA, intends to file with the SEC a registration statement on Form S-4
that will include a joint proxy statement/prospectus and other relevant
documents in connection with the proposed transaction. Investors of aaiPharma
Inc. and CIMA LABS INC. are urged to read the joint proxy statement/prospectus
and other relevant materials when they become available because they will
contain important information about Scarlet Holding Corporation, aaiPharma and
CIMA and the proposed transaction. Investors may obtain a free copy of these
materials (when they are available) and other documents filed by the Holding
Company, aaiPharma and CIMA with the SEC at the SEC's website at http://www.sec.gov.
A free copy of the joint proxy statement/prospectus, when it becomes
available, also may be obtained from aaiPharma Inc., 2320 Scientific Park
Drive, Wilmington, North Carolina 28405 or CIMA LABS INC., 10000 Valley View
Road, Eden Prairie, Minnesota 55344. Investors also may access free copies of
the documents filed with the SEC by aaiPharma on aaiPharma's website at
http://www.aaiPharma.com or upon written request to aaiPharma at its address listed
above, and investors may access free copies of the documents filed with the
SEC by CIMA on CIMA's website at http://www.cimalabs.com or upon written request to
CIMA at its address indicated above.
aaiPharma, CIMA and their respective directors, executive officers and
certain other members of management and employees may be soliciting proxies
from their respective stockholders in favor of the proposed business
combination. Information regarding the persons who may, under the rules of
the SEC, be considered to be participants in the solicitation of aaiPharma's
stockholders in connection with the proposed merger is set forth in
aaiPharma's proxy statement for its 2003 annual meeting, dated April 8, 2003
and filed with the SEC on April 11, 2003, and information regarding the
persons who may, under the rules of the SEC, be considered to be participants
in the solicitation of CIMA's stockholders in connection with the proposed
transaction is set forth in CIMA's proxy statement for its 2003 annual
meeting, dated April 14, 2003 and filed with the SEC on April 11, 2003.
Additional information about these persons is contained in the Current Reports
on Form 8-K filed by aaiPharma and CIMA on August 5, 2003.
Additional information regarding these individuals and any interest they
have in the proposed transaction will be set forth in the joint proxy
statement/prospectus when it is filed with the SEC.
SOURCE aaiPharma Inc.
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Related links:
http://www.aaipharma.com
CONTACT:
media, Andrea L. Johnston, Vice President,
Corporate Communications, +1-910-254-7340, or investors, James B.
Sloan, Jr., Senior Vice President, Corporate Finance,
+1-910-254-7690, both of aaiPharma Inc.
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