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CRANBURY, NJ -- (MARKET WIRE) -- 04/06/07 -- Valera Pharmaceuticals (NASDAQ: VLRX) today
announced that it has submitted a request to the NASDAQ Stock Market, Inc.
for withdrawal of its common stock from The Nasdaq Global Market following
the closing of the proposed merger among Valera, Indevus Pharmaceuticals,
Inc. (NASDAQ: IDEV), and a wholly owned subsidiary of Indevus. Valera's
proposed delisting is contingent, among other conditions, upon stockholder
approval and closing of the merger. To effect the delisting, Valera will
file a Form 25 with the Securities and Exchange Commission and NASDAQ.
Proposed Valera-Indevus Merger
Indevus and Valera jointly announced on December 12, 2006 that they had
entered into a definitive agreement under which Indevus will acquire Valera
in a stock-for-stock transaction valued at approximately $120 million. The
merger has been approved by the boards of directors of both companies and
is expected to be completed on or around April 17, 2007. Closing of the
merger is subject to approval of Valera's stockholders, approval of
Indevus' stockholders, and other customary closing conditions. Valera will
hold a special meeting of stockholders to consider and vote on a proposal
to approve the merger. Valera has mailed the definitive proxy statement
and other related materials to its stockholders of record as of March 12,
2007, in connection with this meeting. The meeting is scheduled for April
17, 2007, and if approved by stockholders the merger is expected to close
on or about April 17, 2007. The delisting will become effective on the
closing date.
Additional Merger Information and Where to Find It
In connection with the merger between Valera and Indevus, Indevus filed a
registration statement on Form S-4 with the SEC on January 29, 2007,
containing a preliminary joint proxy statement/prospectus and other
relevant materials. Indevus filed a joint proxy statement/prospectus with
the SEC on March 13, 2007. This final joint proxy statement/prospectus was
mailed on or about March 14, 2007 to the stockholders of Valera and Indevus
seeking their approval for the transaction. INVESTORS AND SECURITY HOLDERS
OF VALERA AND INDEVUS ARE URGED TO READ THE FINAL JOINT PROXY
STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VALERA,
INDEVUS AND THE MERGER. The registration statement and joint proxy
statement/prospectus and other relevant materials (when they become
available), and any other documents filed by Valera or Indevus with the
SEC, may be obtained free of charge at the SEC's web site at www.sec.gov.
In addition, investors and security holders may obtain free copies of the
documents (when they are available) filed with the SEC by Valera by
contacting Valera Pharmaceuticals, Inc., 7 Clarke Drive, Cranbury, NJ 08512
Attn: Investor Relations. Investors and security holders may obtain free
copies of the documents filed with the SEC by Indevus by directing a
request to: Indevus Pharmaceuticals, Inc., 33 Hayden Avenue, Lexington, MA
02421-7966, Attn: Investor Relations.
Participants in the Merger Solicitation
Valera, Indevus and their respective executive officers and directors may
be deemed to be participants in the solicitation of proxies from the
stockholders of Valera and Indevus in favor of the merger. Information
regarding Valera's directors and executive officers and their ownership of
Valera common stock is set forth in Valera's Annual Report on Form 10-K for
the year ended December 31, 2006, which was filed with the SEC on
February 22, 2007. Information about the executive officers and directors
of Indevus and their ownership of Indevus common stock is set forth in
Indevus' Annual Report on Form 10-K for the year ended September 30, 2006,
which was filed with the SEC on December 7, 2006, as amended by the Annual
Report on Form 10-K/A filed with the SEC on January 26, 2007, Indevus'
Quarterly Report on Form 10-Q for the quarterly period ended December 31,
2006, which was filed with the SEC on February 8, 2007, and the proxy
statement for Indevus' 2007 Annual Meeting of Stockholders, which was filed
with the SEC on January 29, 2007. Investors and security holders may obtain
more detailed information regarding the direct and indirect interests of
Valera, Indevus and their respective executive officers and directors in
the merger by reading the joint proxy statement/prospectus regarding the
merger.
About Valera Pharmaceuticals
Valera Pharmaceuticals is a specialty pharmaceutical company focused on
developing, acquiring, and commercializing products to treat urology and
endocrinology diseases and disorders. Utilizing its innovative Hydron
technology, Valera is developing soft, compact and flexible hydrogel-based
implants which can be designed to release therapeutic agents at a
controlled rate for up to twelve months. VANTAS®, a patent protected
once-per-year implant currently marketed by Valera for the palliative
treatment of advanced prostate cancer, employs this drug delivery
technology. A second product, SUPPRELIN®-LA is a twelve-month implant
currently under review by the FDA for the treatment of central precocious
puberty. Additional information about Valera Pharmaceuticals is available
at: http://www.valerapharma.com.
About Indevus Pharmaceuticals
Indevus is a biopharmaceutical company engaged in the acquisition,
development and commercialization of products to treat urological,
gynecological and men's health conditions. The Company's marketed products
include SANCTURA® for overactive bladder and DELATESTRYL® to treat male
hypogonadism. The compounds in development include SANCTURA XR(TM), the
once-daily formulation of SANCTURA, NEBIDO® for male hypogonadism, PRO
2000 for the prevention of infection by HIV and other sexually-transmitted
pathogens, IP 751 is for interstitial cystitis, pagoclone for stuttering,
and aminocandin, which the Company recently out-licensed to Novexel.
Patients who have urinary retention, gastric retention, uncontrolled
narrow-angle glaucoma or hypersensitivity to SANCTURA should not use
SANCTURA. DELATESTRYL is contraindicated in men with carcinomas of the
breast or with known or suspected carcinomas of the prostate.
This press release contains forward-looking statements that are not
historical facts but rather are based on current expectations, estimates
and projections about Valera's industry, beliefs and assumptions. Words
such as "anticipates," "expects," "intends," "plans," "believes," "seeks"
and "estimates," and variations of these words and similar expressions, are
intended to identify forward-looking statements. These statements are not
guarantees of future performance and are subject to risks, uncertainties
and other factors, some of which are beyond Valera's control, are difficult
to predict and could cause actual results to differ materially from those
expressed, implied or forecasted in the forward-looking statements. In
addition, the forward-looking events discussed in this press release might
not occur. These risks and uncertainties include, among others, those
described in "Risk Factors" contained in Valera's Form 10-K which is being
filed with the SEC on or about February 22, 2007, and as may be further
updated from time to time, as well as Form S-4 filed by Indevus with
respect to the proposed merger discussed above. You are cautioned not to
place undue reliance on these forward-looking statements. You should read
Valera's filings with the SEC, including Forms 10-K and 10-Q, the documents
that Valera refers to therein and have filed as exhibits, and the Form S-4
filed by Indevus with respect to the proposed merger with the understanding
that actual future results and events may be materially different from what
Valera currently expects. The forward-looking statements included in this
press release reflect Valera's views and assumptions only as of the date of
this press release. Except as required by law, Valera undertakes no
obligation to update any forward-looking statement, whether as a result of
new information, future events, or otherwise.
Contact:
Valera Pharmaceuticals
Stuart Z. Levine, Ph.D.
Director, Investor Relations
609-409-9010 Ext. 3202 Email Contact