Arbor Pharmaceuticals to Acquire XenoPort – Business Wire (press release)

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ATLANTA & SANTA CLARA, Calif.–()–Arbor Pharmaceuticals, LLC (Arbor) and XenoPort, Inc. (XenoPort)
(NASDAQ:XNPT) announced today that they have signed a definitive
agreement under which Arbor will acquire XenoPort for $7.03 per share in
cash, or a total equity value of approximately $467 million. The
purchase price per share represents a 60 percent premium to the closing
price of XenoPort shares on May 20, 2016.

“We are pleased to be adding HORIZANT and the XenoPort pipeline to the
growing portfolio of Arbor products,” said Ed Schutter, President and
Chief Executive Officer of Arbor. “We believe that XenoPort’s lead
product HORIZANT offers patients and physicians a valuable treatment
option for moderate-to-severe primary restless legs syndrome and
postherpetic neuralgia. The XenoPort sales team has done an excellent
job of growing HORIZANT, and we look forward to supporting them to
continue this significant momentum.”

Vincent J. Angotti, Chief Executive Officer of XenoPort, stated, “This
transaction provides immediate and substantial value to our
stockholders, and we believe that Arbor is well positioned to provide
the proper resources for a more expanded commercialization effort of
HORIZANT. We evaluated many potential options to maximize the value for
stockholders and believe this transaction represents a great outcome for
XenoPort stockholders.”

Under the terms of the agreement, Arbor will commence a tender offer to
purchase all of the outstanding shares of XenoPort for $7.03 per share.
Following the closing of the tender offer, the agreement provides for
the parties to effect, as promptly as practicable, a merger that would
result in all shares not tendered in the tender offer being converted
into the right to receive $7.03 per share in cash. The transaction,
which has been unanimously approved by both the Arbor Board of Directors
and the XenoPort Board of Directors, is expected to close in the third
quarter of 2016.

Closing of the tender offer and merger is subject to certain customary
conditions, including the tender of more than 50 percent of all
outstanding shares of XenoPort. The transaction is also subject to
review by the U.S. Government under the Hart-Scott-Rodino (HSR)
Antitrust Improvements Act, as amended, and other customary closing
conditions.

Centerview Partners is serving as exclusive financial advisor to
XenoPort, and Weil, Gotshal & Manges LLP is serving as legal advisor to
XenoPort. Deutsche Bank has provided sole committed debt financing to
Arbor in support of the transaction. Alston & Bird, LLP and Simpson,
Thacher & Bartlett LLP acted as legal advisors to Arbor.

About Arbor Pharmaceuticals

Arbor Pharmaceuticals, headquartered in Atlanta, Georgia, is a specialty
pharmaceutical company currently focused on the cardiovascular, hospital
and pediatric markets. The company has over 600 employees including 500
sales professionals promoting its products to physicians, hospitals and
pharmacists. Arbor currently markets twenty NDA or ANDA approved
products with over 35 more in development.

For more information regarding Arbor Pharmaceuticals or any of its
products, visit www.arborpharma.com
or send email inquiries to info@arborpharma.com.

About XenoPort

XenoPort, Inc. is a biopharmaceutical company focused on commercializing
HORIZANT in the United States. XenoPort has entered into a clinical
trial agreement with the National Institute on Alcohol Abuse and
Alcoholism (NIAAA) under which the NIAAA has initiated a clinical trial
evaluating HORIZANT as a potential treatment for patients with alcohol
use disorder. REGNITE® (gabapentin enacarbil)
Extended-Release Tablets is being marketed in Japan by Astellas Pharma
Inc. XenoPort has granted exclusive world-wide rights for the
development and commercialization of its clinical-stage oral product
candidate, arbaclofen placarbil, to Indivior PLC for all indications. It
has granted exclusive U.S. rights for the development and
commercialization of its clinical-stage oral product candidate, XP23829,
to Dr. Reddy’s Laboratories. XenoPort’s other clinical-stage product
candidate, XP21279, is a prodrug of levodopa that is a potential
treatment for patients with idiopathic Parkinson’s disease.

To learn more about XenoPort, please visit the website at www.XenoPort.com.

HORIZANT, REGNITE and XENOPORT are registered trademarks of XenoPort,
Inc.

Important Additional Information

The tender offer for the outstanding shares of XenoPort, referenced in
this press release has not yet commenced. This announcement is for
informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of XenoPort, nor is it a
substitute for the tender offer materials that Arbor and its acquisition
subsidiary will file with the U.S. Securities and Exchange Commission
(the “SEC”) upon commencement of the tender offer. At the time the
tender offer is commenced, Arbor and its acquisition subsidiary will
file tender offer materials on Schedule TO, and XenoPort will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC
with respect to the tender offer. The tender offer materials (including
an Offer to Purchase, a related Letter of Transmittal and certain other
tender offer documents) and the Solicitation/Recommendation Statement
will contain important information. Holders of shares of XenoPort are
urged to read these documents when they become available because they
will contain important information that holders of XenoPort shares
should consider before making any decision regarding tendering their
shares. The Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to all
holders of shares of XenoPort at no expense to them. The tender offer
materials and the Solicitation/Recommendation Statement will be made
available for free at the SEC’s web site at www.sec.gov.
Additional copies may be obtained for free by contacting Arbor media
relations at the phone number or e-mail address below or XenoPort
investor relations at the phone number or e-mail address below.

In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, XenoPort files annual, quarterly
and special reports and other information with the SEC.
You may
read and copy any reports or other information filed by Arbor or
XenoPort at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference room.
Arbor’s and
XenoPort’s filings with the SEC are also available to the public from
commercial document-retrieval services and at the website maintained by
the SEC at
http://www.sec.gov.

XenoPort Forward-Looking Statements

This press release contains “forward-looking” statements, including,
without limitation, all statements about the proposed acquisition of
XenoPort by Arbor, the commencement of a tender offer for shares of
XenoPort common stock, and benefits from the proposed acquisition,
business strategies, market potential, future financial prospects and
other matters that are not historical facts. Any statements contained in
this press release that are not statements of historical fact may be
deemed to be forward-looking statements.
Words such as “believe,”
“could,” “intend,” “may,” “plans,” “potential,” “will” and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements are based upon XenoPort’s current
expectations. Forward-looking statements involve risks and
uncertainties. XenoPort’s actual results and the timing of events could
differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which include,
without limitation:
the parties’ ability to satisfy the conditions
to the consummation of the tender offer and the other conditions set
forth in the merger agreement between the parties, the possibility of
any termination of the merger agreement between the parties, and the
parties’ ability to obtain regulatory approval in a timely manner.
These
and other risk factors are discussed under the heading “Risk Factors” in
XenoPort’s
Securities and Exchange Commission filings and reports,
including in its
Quarterly Report on Form 10-Q for the quarter
ended March 31, 2016, filed with the Securities and Exchange Commission
on May 5, 2016. XenoPort expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
company’s expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based.

HORIZANT® (gabapentin enacarbil) Extended-Release
Tablets

INDICATIONS

HORIZANT® (gabapentin enacarbil) is a prescription
medicine used to:

  • treat adults with moderate-to-severe primary Restless Legs Syndrome
    (RLS). HORIZANT is not for people who need to sleep during the daytime
    and stay awake at night.
  • manage pain from damaged nerves (postherpetic neuralgia) that follows
    healing of shingles (a painful rash that comes after a herpes zoster
    infection) in adults.

IMPORTANT SAFETY INFORMATION

  • Do not drive after taking your dose of HORIZANT until you
    know how it affects you, including the morning after you take it.
    Do
    not
    operate heavy machinery or do other dangerous activities until
    you know how HORIZANT affects you. HORIZANT can cause sleepiness,
    dizziness, slow thinking, and can affect your coordination. Ask your
    healthcare provider when it is okay to do these activities.
  • Do not take other medicines that make you sleepy or dizzy while taking
    HORIZANT without talking to your healthcare provider. Taking HORIZANT
    with these other medicines may make your sleepiness or dizziness worse.
  • HORIZANT may cause suicidal thoughts or actions in a very small
    number of people (about 1 in 500). Pay attention to any changes,
    especially sudden changes, in mood, behaviors, thoughts, or feelings.
    Call your healthcare provider right away if you have any of these
    symptoms, especially if they are new, worse, or worry you:

    • thoughts or actions about suicide, self-harm, or dying; attempt to
      commit suicide
    • new or worsening depression or anxiety; or feeling agitated
    • new or worse restlessness or panic attacks
    • new or worse trouble sleeping (insomnia); or irritability
    • acting aggressive, being angry, or violent; acting on dangerous
      impulses
    • an extreme increase in activity or talking (mania); other unusual
      changes in mood or behavior
  • Do not stop taking HORIZANT without first talking to your
    healthcare provider
    . Suicidal thoughts or actions can be caused by
    things other than medicines. If you have these thoughts or actions,
    your healthcare provider may check for other causes.
  • HORIZANT may cause a serious or life-threatening allergic reaction
    that may affect your skin or other parts of your body such as your
    liver or blood cells. You may or may not have a rash with these types
    of reactions. Call a healthcare provider right away if you have any of
    the following symptoms: skin rash, hives, fever, swollen glands that
    do not go away, swelling of your lips or tongue, yellowing of your
    skin or eyes, unusual bruising or bleeding, severe fatigue or
    weakness, unexpected severe muscle pain, or frequent infections. These
    symptoms may be the first signs of a serious reaction. A healthcare
    provider should examine you to decide if you should continue taking
    HORIZANT.
  • HORIZANT is not the same medicine as gabapentin (for example, Neurontin®
    and Gralise®). HORIZANT should not be used in their place.
    Do not take these or other gabapentin products while taking HORIZANT.
  • Before taking HORIZANT, tell your healthcare provider if you:

    • have or have had kidney problems or are on hemodialysis
    • have or have had depression, mood problems, or suicidal thoughts
      or behavior
    • have or have had seizures
    • have a history of drug abuse
    • have any other medical conditions
    • are pregnant or plan to become pregnant. It is not known if
      HORIZANT will harm your unborn baby. Talk to your healthcare
      provider if you are pregnant or plan to become pregnant while
      taking HORIZANT. You and your healthcare provider will decide if
      you should take HORIZANT while you are pregnant
    • are breastfeeding or plan to breastfeed. Your body turns HORIZANT
      into another drug (gabapentin) that passes into your milk. It is
      not known if this can harm your baby. You and your healthcare
      provider should decide if you will take HORIZANT or breastfeed
    • drink alcohol
  • Do not drink alcohol while taking HORIZANT because it may increase the
    risk of side effects.
  • Tell your healthcare provider about all the medicines you take,
    including prescription and non-prescription medicines, vitamins, and
    herbal supplements. Taking HORIZANT with certain other medicines can
    cause side effects or affect how well they work. Do not start or stop
    other medicines without talking to your healthcare provider.
  • Do not stop taking HORIZANT without talking to your healthcare
    provider first.
    If you stop taking HORIZANT suddenly, you may
    develop side effects.
  • The most common side effects of HORIZANT include dizziness,
    sleepiness, and headache. Tell your healthcare provider about any side
    effect that bothers you or does not go away. These are not all the
    possible side effects of HORIZANT. For more information, ask your
    healthcare provider or pharmacist.

You are encouraged to report negative side effects of prescription drugs
to the FDA. Visit www.fda.gov/medwatch,
or call 1-800-FDA-1088. See Medication Guide.

XNPT2G

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