St. Louis, June 3, 2010 — K-V Pharmaceutical Company (NYSE: KVa/KVb) (the “Company”) announced today it has closed the sale of the assets of Particle Dynamics, Inc. (“PDI”), one of its wholly-owned subsidiaries, to an investor group led by Edgewater Capital Partners. PDI is principally engaged in the development and marketing of specialty raw materials used as ingredients in the pharmaceutical industry and other markets.
The aggregate purchase price for the transaction is $24.6 million, plus up to an additional $5.5 million in potential earn-out payments over the next four years. The Company received a cash payment of $22.6 million at closing. In addition, $2 million of the purchase price is being held in an escrow arrangement for post-closing indemnification purposes.
"This divestiture is consistent with our efforts to strengthen our financial position and improve liquidity through the sale of non-core assets,” said David A. Van Vliet, the Company’s Interim President and Interim CEO. “We are pleased to have completed this transaction and remain focused on returning our approved products to market."
About KV Pharmaceutical Company
K-V Pharmaceutical Company is a fully-integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded prescription pharmaceutical products. The company markets its technology-distinguished products through Ther-Rx Corporation, its branded drug subsidiary.
For further information about K-V Pharmaceutical Company, please visit the company’s corporate Web site at www.kvpharmaceutical.com.
Cautionary Note Regarding Forward-Looking Statements
The information in this release may contain various forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (“PSLRA”) and which may be based on or include assumptions concerning the Company’s operations, future results and prospects. Such statements may be identified by the use of words like “plans”, “expect”, “aim”, “ believe”, “projects”, “anticipates”, “commit”, “intend”, “estimate”, “will”, “should”, “could” and other expressions that indicate future events and trends.
All statements that address expectations or projections about the future, including without limitation, statements about the numbers of preterm births for which Gestiva may be prescribed, its safety profile and side effects profile, and the Company’s strategy for growth, product development, product launches, regulatory approvals, market position, acquisitions, revenues, expenditures and other financial results, are forward-looking statements. All forward-looking statements are based on current expectations and are subject to risk and uncertainties. In connection with the “safe harbor” provisions, the Company provides the following cautionary statements identifying important economic, political and technology factors, which among others, could cause actual results or events to differ materially from those set forth or implied by the forward-looking statements and related assumptions. Such factors include (but are not limited to) the following:
This discussion is not exhaustive, but is designed to highlight important factors that may impact the Company’s forwardlooking statements.
Because the factors referred to above, as well as the statements included elsewhere in this press release, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by the Company or on the Company’s behalf, you should not place undue reliance on any forward-looking statements. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the cautionary statements in this “Cautionary Note Regarding Forward-Looking Statements” and the risk factors that are included under Part I, Item 1A— “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009 and Part II, Item 1A—“Risk Factors” in the Form 10-Q, as supplemented by the Company’s subsequent SEC filings. Further, any forwardlooking statement speaks only as of the date on which it is made and the Company is under no obligation to update any of the forward-looking statements after the date of this press release. New factors emerge from time to time, and it is not possible for the Company to predict which factors will arise, when they will arise and/or their effects. In addition, the Company cannot assess the impact of each factor on its future business or financial condition or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.