For its proposed acquisition of Noven
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Hisamitsu has reported the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act) on 12 August, 2009, with respect to the previously announced proposed acquisition of Noven.
Hisamitsu, through its wholly-owned subsidiary, Northstar Merger has commenced a cash tender offer to purchase all outstanding shares of Noven’s common stock (together with the associated Series A junior participating preferred stock) on 23 July 2009 at an offer price of $16.50 per share of common stock.
Reportedly, the tender offer is being conducted on the terms and subject to the conditions described in the Offer to Purchase, dated 23 July 2009, and the related Letter of Transmittal. It has been filed as part of a Tender Offer Statement on Schedule TO with the US Securities and Exchange Commission (SEC).
The tender offer will expire on 19 August 2009, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC.
The closing of the tender offer is also conditioned on the tender of at least a majority of the outstanding shares of Noven’s common stock and the satisfaction of other customary conditions.
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