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|January 21, 2014 7:01 a.m.|
|Teva Expands CNS Specialty Business with Acquisition of NuPathe|
ZECUITY is the first and only prescription migraine patch approved by
With the addition of NuPathe’s ZECUITY, Teva is expanding its portfolio of medicines that treat conditions affecting the central nervous system (CNS). Teva will now have access to NuPathe’s proprietary technology including its transdermal delivery system for patients.
“We believe that ZECUITY is a great fit within our existing U.S. CNS
Business Unit, with near-term sales and significant commercial
Under the terms of the agreement, an affiliate of Teva will promptly
commence a tender offer to acquire all outstanding shares of NuPathe’s
common stock for
The affiliate of Teva that consummates the tender offer will enter into
a separate Contingent Cash Consideration Agreement with
Following the successful completion of the tender offer, Teva will
acquire all remaining shares not tendered in the tender offer through a
second-step merger at the same price and with the obligation to make the
same contingent cash consideration payments as to stockholders tendering
their shares in the tender offer. The tender offer and withdrawal rights
are expected to expire at 12:00 midnight,
The consummation of the tender offer is subject to various conditions,
including a minimum tender of a majority of outstanding
The transaction is expected to be completed in
ZECUITY is indicated for the acute treatment of migraine with or without
aura in adults. ZECUITY is a single-use, iontophoretic patch applied to
the upper arm or thigh during a migraine. Following application and with
a press of a button, ZECUITY initiates transdermal delivery (through the
skin), bypassing the gastrointestinal tract. Throughout the four-hour
dosing period, the microprocessor within ZECUITY continuously monitors
skin resistance and adjusts drug delivery accordingly to ensure delivery
of 6.5 mg of sumatriptan, the most widely prescribed migraine
medication, with minimal patient-to-patient variability. ZECUITY is a
registered trademark of
Important Safety Information
Patients should not take ZECUITY if they have heart disease, a history of heart disease or stroke, peripheral vascular disease (narrowing of blood vessels to your legs, arms, stomach or kidney), transient ischemic attack (TIA) or problems with blood circulation, uncontrolled blood pressure, migraines that cause temporary paralysis on one side of the body or basilar migraine, Wolff-Parkinson-White syndrome or other disturbances of heart rhythm. Very rarely, certain people, even some without heart disease, have had serious heart-related problems after taking triptans like ZECUITY.
Patients should not use ZECUITY if they have taken other migraine medications such as ergotamine medications or other triptans in the last 24 hours or if they have taken monoamine oxidase-A (MAO-A) inhibitors within the last 2 weeks.
Patients should not use ZECUITY during magnetic resonance imaging (MRI).
Patients should not use ZECUITY if they have an allergy to sumatriptan or components of ZECUITY or if they have had allergic contact dermatitis (ACD) following use of ZECUITY. If patients develop ACD, they should talk to their healthcare provider before using sumatriptan in another form.
ZECUITY, like other triptans, may be associated with a potentially life-threatening condition called serotonin syndrome, mainly when used together with certain types of antidepressants including serotonin reuptake inhibitors (SSRIs) or serotonin norepinephrine reuptake inhibitors (SNRIs).
Patients should tell their healthcare provider before using ZECUITY if they have heart disease or a family history of heart disease, stroke, high cholesterol or diabetes; have gone through menopause; are a smoker; have had epilepsy or seizures or if they are pregnant, nursing or thinking about becoming pregnant.
The most common side effects of ZECUITY are application site pain, tingling, itching, warmth and discomfort. Most patients experience some skin redness after removing ZECUITY. This redness typically goes away in 24 hours.
Go to www.zecuity.com for Full Prescribing Information, Patient Information and Instructions for Use.
Teva's Safe Harbor Statement under the
About the Tender Offer
THE TENDER OFFER DESCRIBED IN THIS DOCUMENT HAS NOT YET COMMENCED. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF NUPATHE .
At the time the offer is commenced, an affiliate of Teva will file a
Tender Offer Statement on Schedule TO with the
The Offer to Purchase, the related Letter of Transmittal and certain
other offer documents, as well as the Solicitation/Recommendation
Statement, will be made available to all stockholders of
NUPATHE STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT. SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER
Additional Information and Where to Find It
In addition to the Solicitation/Recommendation Statement,
Please call the Commission at 1-800-
Teva Pharmaceutical Industries Ltd.