Waiting period for acquisition of Noven has expired, Japan-based pharmaceutical co. says

TOSU, Japan Hisamitsu Pharmaceutical on Thursday announced the expiration of the Hart-Scott-Rodino waiting period with respect to the previously announced acquisition of Noven Pharmaceuticals.

Hisamitsu offered to purchase all outstanding shares of Noven's common stock, together with the associated Series A junior participating preferred stock, on July 23 at an offer price of $16.50 per share of common stock in a deal valued at approximately $411.1 million.

The termination of the waiting period under the HSR Act satisfies one of the conditions to the tender offer. It has also been confirmed that there is no pre-filing requirement under the Foreign Exchange and Foreign Trade Law of Japan. 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.

The merger agreement would combine two companies with a strong heritage in tramsdermal delivery systems. Headquartered in Miami, Noven is a specialty pharmaceutical company engaged in the research, development, manufacture, marketing and sale of prescription pharmaceutical products. Noven’s business and operations are focused in three principal areas – transdermal drug delivery, the Novogyne joint venture with Novartis Pharmaceuticals Corporation, and Noven Therapeutics, Noven’s specialty pharmaceutical unit.

Hisamitsu Pharmaceutical is a pharmaceutical company that develops and markets prescription and over-the-counter pharmaceutical products using transdermal delivery systems technology.  Its leading product in prescription pharmaceuticals is its Mohrus  series (ketoprofen patch for pain), and its leading brand in the OTC business is Salonpas.