SEC Filings

8-K
PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019
Entire Document
 

 

2 In connection with the potential transactions described herein (the “Potential Transaction”) involving Pernix Therapeutics Ho ldi ngs, Inc. (together with its subsidiaries and affiliates, “Pernix” or the “Company”) this Confidential Information Memorandum and any associated information and due diligence - related materials provided herewith or hereafter (collectively, the “Materials”) have been or will be prepared by Pernix solely for informational purposes from certain materials, information and/or data supplied by the Company, as well as fro m public sources reasonably believed to be reliable. These Materials are being furnished through Guggenheim Securities, LLC (“Guggenheim Securities”) as the Company’s financial advisor and investment bank er solely to the recipient and solely in connection with its consideration and evaluation of the Company and the Potential Transaction. The Materials have been or will be prepared to assist interested qualified parties in making their own evaluation of the Comp any and the Potential Transaction and do not purport to contain all of the materials, information and/or data that an interested party may desire or require in connection therewith. In all cases, interested qu ali fied parties should conduct their own investigation and analyses of the Company, the Materials and the Potential Transaction. None of the Company, Guggenheim Securities or their respective subsidiaries and affiliates, directors, officers, employees, r epr esentatives, consultants, legal counsel and/or agents: ▪ Has independently verified the accuracy and/or completeness of the Materials, including without limitation any estimates or f ina ncial forecasts or projections; ▪ Makes any representation, guaranty or warranty as to the accuracy or completeness of the Materials, including without limitat ion any estimates or financial forecasts or projections; or ▪ Will have any responsibility, obligation or liability with respect to any representations (express or implied) contained in, or for any omissions from, the Materials and/or any other written or oral communication transmitted to the recipient in the course of such recipient’s investigation and evaluation of the Company and the Potential Transaction. The Materials contain certain forward - looking statements, assumptions, estimates, financial forecasts and projections (with resp ect to, among other things and without limitation, the Company’s revenues, operating costs, earnings, cash flows and capitalization) and other information with respect to ( i ) the Company’s industry and its attendant competitive dynamics, (ii) the Company and (iii) its customer relationships, supplier relationships and other operational and financial drivers. Such forward - looking statements, assumptions , estimates, financial forecasts, projections and other information are based the judgment and current expectations of the Company’s management, are subject to significant business, economic and/or competiti ve uncertainties, are inherently difficult to predict, may or may not prove to be correct, are not guarantees of future performance and reflect various risks, uncertainties and contingencies; accordingly, ac tua l future results may differ materially from any financial forecasts or projections due to a variety of factors, many or all of which are beyond the control of the Company and Guggenheim Securities. None of the C omp any, Guggenheim Securities or their respective subsidiaries and affiliates, directors, officers, employees, representatives, consultants, legal counsel and/or agents undertakes any obligation to provid e a dditional materials, information and/or data or to correct or update the Materials. By accepting these Materials, the recipient hereby acknowledges and agrees that: ▪ The Materials and the Potential Transaction are subject to the terms and conditions of that certain Confidential Disclosure A gre ement previously executed by the recipient and the Company. ▪ Each of Pernix and Guggenheim Securities reserves the exclusive right, in its sole discretion, to ( i ) conduct any process and implement any procedures with respect to a Potential Transaction (collectively, the “Process”) that the Company and/or Guggenheim Securities may determine (including, without limitation, negotiating with a ny other party and/or entering into a definitive agreement without prior notice to the recipient or any other party), (ii) modify, for any reason or no reason whatsoever, such Process at any time wi tho ut prior notice to the recipient or any other party and (iii) reject or accept, for any reason or no reason whatsoever, any participant in such Process and/or any potential proposal or offer; provided, that in no event will the recipient or any of its representatives have any rights or claims of any kind whatsoever against the Company, Guggenheim Securities and/or their respective representatives arising out of any of the foregoing. ▪ Unless and until a binding definitive agreement, if any, between the Company and the recipient with respect to a Potential Tr ans action has been duly executed and delivered, the Company will not be under any legal obligation of any kind whatsoever with respect to any such Potential Transaction by virtue of ( i ) the Materials, (ii) the Process and/or (iii) any oral or written expression or communication with respect to any such Potential Transaction (whether by the Company, Guggenheim Securities and/or any of their representatives) . The Company intends to conduct its business in the ordinary course during the evaluation period; however, the Company reserve s t he right to take any action during such period, whether or not in the ordinary course of business, including but not limited to the sale of any businesses or assets of the Company or potential acquisition s o f businesses or assets, which it deems necessary or prudent in the conduct of its business. As Pernix’s financial advisor and investment banker, Guggenheim Securities has obligations solely to the Company and will be entitled to be paid a fee or fees upon the successful consummation of a Potential Transaction or otherwise pursuant to the terms of its engagement letter. By accepting these Materials, the recipient hereby ack nowledges and agrees that neither Guggenheim Securities nor any of its subsidiaries, affiliates, directors, officers, employees, representatives, consultants, legal counsel and/or agents ( i ) is acting as a financial advisor or investment banker to the recipient with respect to a Potential Transaction or (ii) owes any duty of loyalty or care to the recipient (whether in contract, in tort or otherwise) with respec t t o the Materials or any Potential Transaction, in all cases notwithstanding any commercial relationship that may currently exist or have previously existed between the recipient and Guggenheim Securities o r a ny of its subsidiaries, affiliates, directors, officers, employees, representatives or consultants, legal counsel and/or agents. Disclaimer