UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2014

 

 

COLUMBIA LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-10352   59-2758596

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

4 Liberty Square

Fourth Floor

Boston, Massachusetts

  02109
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 639-1500

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On March 6, 2014, Columbia Laboratories, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Coventry Acquisition, LLC, a Delaware limited liability company and a subsidiary of Actavis, Inc., a Nevada corporation (“Coventry”), pursuant to which the Company purchased all 1,400,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) then held by Coventry, representing an approximately 11.5% ownership interest in the Company (based on 12,155,461 shares of Common Stock outstanding as of February 27, 2014). Upon consummation of the transactions contemplated by the Purchase Agreement, Coventry ceased to hold any direct or indirect ownership interest in the Company.

Pursuant to the terms of the Purchase Agreement, the total consideration paid by the Company to Coventry for the Shares was $8,509,060, which amount was equal to the product of (i) the per share price of the Company’s Common Stock as of the close of trading on the NASDAQ Stock Market on March 6, 2014, multiplied by (ii) 0.8925, multiplied by (iii) the number of Shares.

The Company and Coventry agreed to terminate that certain Investor’s Right Agreement, dated as of July 2, 2010, by and between the Company and Coventry (the “Investor’s Rights Agreement”) along with the rights and obligations of each of the parties to the Investor’s Rights Agreement including, without limitation, Coventry’s right to designate a member (the “Designee”) of the Company’s board of directors (the “Board”), the Company’s registration obligations and Coventry’s agreement with respect to the transfer of the Shares.

The Purchase Agreement contains customary representations, warranties and covenants therein. The assertions embodied in those representations and warranties were made for purposes of the Purchase Agreement and are subject to qualifications and limitations agreed by the respective parties in connection with negotiating the terms of the Purchase Agreement. In addition, certain representations and warranties made as of a specified date may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the respective parties rather than establishing matters as facts. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.

The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

As described in Item 1.01 of this Current Report on Form 8-K, on March 6, 2014, in conjunction with the Purchase Agreement, the Investor’s Rights Agreement was terminated.

The description of the Investor’s Rights Agreement provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02(b). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 6, 2014, in connection with the termination of the Investor’s Rights Agreement, Fred Wilkinson, who has served on the Board since July 2010 as Coventry’s Designee under the Investor’s Rights Agreement, resigned from his position as a director of the Company.

Item 7.01. Regulation FD Disclosure.

On March 7, 2014, Columbia Laboratories, Inc. (the “Company”) issued a press release entitled “Columbia Laboratories Repurchases 1.4 Million Shares of Common Stock from Actavis”, announcing the repurchase of 1,400,000 shares of common stock of the Company from Coventry Acquisition, LLC, a Delaware limited liability company and a subsidiary of Actavis, Inc. A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information being furnished pursuant to Item 7.01 of this Current Report on Form 8-K and contained in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits .

 

Exhibit
No.

  

Description

10.1    Stock Purchase Agreement, by and between Columbia Laboratories, Inc. and Coventry Acquisition, LLC.
99.1    Press Release dated March 7, 2014 entitled “Columbia Laboratories Repurchases 1.4 Million Shares of Common Stock from Actavis”.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

COLUMBIA LABORATORIES, INC.
  By:  

/s/ Jonathan Lloyd Jones

  Name:   Jonathan Lloyd Jones
  Title:   Vice President & Chief Financial Officer

Date: March 7, 2014

Exhibit 10.1

EXECUTION COPY

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “ Agreement ”), is entered into as of March 6, 2014 by and between Columbia Laboratories, Inc., a Delaware corporation (the “ Company ”), and Coventry Acquisition, LLC, a Delaware limited liability company corporation, as successor by conversion to Coventry Acquisition, Inc. (“ Coventry ”, and together with the Company, the “ Parties ” and each a “ Party ”).

WHEREAS, Coventry owns 1,400,000 shares of common stock of the Company (such 1,400,000 shares, the “ Stock ”);

WHEREAS, Coventry desires to sell, and the Company desires to purchase, the Stock pursuant to the terms and conditions of this Agreement (the “ Repurchase ”);

WHEREAS, the Parties are also parties to that certain Investor’s Rights Agreement, dated as of July 2, 2010 (the “ Investor’s Rights Agreement ”); and

WHEREAS, the Parties intend that upon consummation of the purchase and sale of the Stock pursuant to the terms and conditions of this Agreement (i) the Company shall own all the Stock currently owned by Coventry and (ii) Coventry will cease to own any stock or other securities of the Company.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

SALE OF STOCK

Section 1.1 Sale of Stock . Subject to the terms and conditions of this Agreement, Coventry hereby agrees to sell, assign, transfer and convey to the Company on the Closing Date (as hereinafter defined) the Stock, and the Company hereby agrees to purchase from Coventry the Stock. The purchase price for the Stock shall be an amount equal to the product of (i) the per share price of the Company’s common stock as of the close of trading on the NASDAQ Stock Market on the business day prior to the Closing Date, multiplied by (ii) 0.8925, multiplied by (iii) the number of shares of the Stock (the product of (i), (ii) and (iii) the “ Purchase Price ” which is agreed to be $8,509,060).

Section 1.2 Closing . The closing of the Repurchase (the “ Closing ”) shall take place at the offices of the Company, 4 Liberty Square, Boston, Massachusetts 02109, on March 7, 2014 (the “ Closing Date ”), or at such other time and place as the Parties hereto shall mutually agree. In the event that the Company has not filed with the United States Securities and Exchange Commission its Annual Report on Form 10-K prior to the commencement of trading of the Stock on the NASDAQ Stock Market on March 6, 2014, Coventry shall be entitled, at its sole option and discretion, to delay the Closing for up to two business days following the filing of such Annual Report on Form 10-K.

Section 1.3 Closing Deliverables . At the Closing:

(a) Coventry shall deliver to the Company all stock certificates representing the Stock, endorsed to the Company or accompanied by duly executed stock powers or such other instrument of assignment transferring the Stock to the Company as the Company shall reasonably request; and

(b) The Company shall pay to Coventry the Purchase Price via wire transfer of immediately available funds to an account designated in writing by Coventry, or by certified or official bank check.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby makes the following representations and warranties to Coventry, each of which is true and correct on the date hereof and shall survive the Closing Date.

Section 2.1 Existence and Power . The Company has been duly formed and is existing as a corporation in good standing under the laws of the state of its formation and has the requisite power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

Section 2.2 Valid and Enforceable Agreement; Authorization . This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by Coventry, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity. The Company has duly taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including, without limitation, compliance with (i) the provisions of Section 160 of the Delaware General Corporation Law and (ii) the Company’s related party transaction policies and procedures. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been approved by a fully informed vote of the disinterested members of the Company’s board of directors (the “ Board ”).

Section 2.3 No Consents Required . No application, notice, order, registration, qualification, waiver, consent, approval or other action is required to be filed, given, obtained or taken by the Company by virtue of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than the Company’s disclosure and reporting obligations under the Securities Exchange Act of 1934, as amended, with which the Company has complied or will comply in a timely manner.

Section 2.4 Brokers and Finders . The Company has not otherwise entered into any arrangement regarding the payment of any brokerage fees, commissions or finder’s fees in connection with the purchase of the Stock that will result in any liability on the part of Coventry.

 

2

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF COVENTRY

Coventry hereby makes the following representations and warranties to the Company, each of which is true and correct on the date hereof and shall survive the Closing Date.

Section 3.1 Existence and Power . Coventry has been duly formed and is existing as a limited liability company in good standing under the laws of the state of its formation and has the requisite power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

Section 3.2 Title to Shares . Coventry has good and valid title to the Stock free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim, and has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of the Stock or its ownership rights in such Stock or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Stock.

Section 3.3 Valid and Enforceable Agreement; Authorization . This Agreement has been duly executed and delivered by Coventry and, assuming the due execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of Coventry, enforceable against Coventry in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity. Coventry has duly taken all necessary action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Section 3.4 Sophistication; Due Diligence . Coventry acknowledges and agrees that the Company is not making any express or implied representations or warranties about the Company or in connection with the Repurchase. Coventry has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding the Repurchase and of making an informed investment decision. Coventry and/or Coventry’ advisor(s) have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Stock and the Company and all such questions have been answered to Coventry’s full satisfaction. Coventry is not relying on the Company with respect to the tax and other economic considerations of the Repurchase, and Coventry has relied on the advice of, or has consulted with, Coventry’s own advisors.

 

3

Section 3.5 Certain Information . Coventry acknowledges and understands that the Company may possess material non-public information not known to Coventry that may impact the value of the Stock that the Company has not disclosed to Coventry, including, without limitation (i) information received by principals and employees of the Company in their capacities as directors, officers, significant stockholders and/or affiliates of the Company, (ii) information otherwise received on a confidential basis, and (iii) information received on a privileged basis from the attorneys and financial advisers representing the Company and the Board. Coventry understands, based on its experience, the disadvantage to which Coventry is subject due to the disparity of information between the Company and Coventry, but nevertheless acknowledges that Coventry has deemed it appropriate to engage in the Repurchase. Without limitation to the foregoing, Coventry acknowledges that pursuant to the Investor’s Rights Agreement, Coventry has designated a representative to the Board, and therefore, in addition to any publicly available information and information available to it as a shareholder, Coventry has had access to the same information with respect to the Company as is generally available to the Company’s directors.

Section 3.6 No Consents Required . No application, notice, order, registration, qualification, waiver, consent, approval or other action is required to be filed, given, obtained or taken by Coventry by virtue of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than Coventry’s disclosure and reporting obligations under the Securities Exchange Act of 1934, as amended, with which Coventry has complied or will comply in a timely manner.

Section 3.7 Brokers and Finders . Coventry has not otherwise entered into any arrangement regarding the payment of any brokerage fees, commissions or finder’s fees in connection with the purchase of the Stock that will result in any liability on the part of the Company.

ARTICLE IV

MUTUAL RELEASE

Section 4.1 Company Release . Coventry, for itself and its affiliates, and their respective directors, officers, employees, shareholders, agents, professionals, successors and assigns, hereby releases and forever discharges the Company and its officers, directors, agents, stockholders, successors, and assigns from any and all past, present, and future actions, liabilities, and all other claims whatsoever, whether in contract or in tort or pursuant to statute, whether known now or at any other time, based in whole or in part on any matter occurring prior to the date hereof, and whether relating to claims pending on, or asserted after, the date hereof, with respect to (i) the Stock, except as to its right to enforce the terms of this Agreement, or (ii) the Investor’s Rights Agreement and any of the rights or obligations thereunder.

Section 4.2 Coventry Release . The Company, for itself and its affiliates, and their respective directors, officers, employees, shareholders, agents, professionals, successors and assigns, hereby releases and forever discharges Coventry and its officers, directors, agents,

 

4

stockholders, successors, and assigns from any and all past, present, and future actions, liabilities, and all other claims whatsoever, whether in contract or in tort or pursuant to statute, whether known now or at any other time, based in whole or in part on any matter occurring prior to the date hereof, and whether relating to claims pending on, or asserted after, the date hereof, with respect to (i) the Stock, except as to its right to enforce the terms of this Agreement, or (ii) the Investor’s Rights Agreement and any of the rights or obligations thereunder.

ARTICLE V

MISCELLANEOUS

Section 5.1 Termination of Investor’s Rights Agreement . Except with respect to Section 3.7 thereof, the Parties hereby confirm that the Investor’s Rights Agreement, and the rights and obligations of each Party thereunder (including, without limitation, the Company’s registration obligations pursuant to Section 2, Coventry’ right to designate a member of the Company’s Board pursuant to Section 3, and Coventry’ agreement with respect to the transfer of the Stock pursuant to Section 4) will terminate upon the Closing; provided , however , that pursuant to Section 3.5 of the Investor’s Rights Agreement, the current Investor Designee (as therein defined) may continue as a member of the Board until the Company’s next annual meeting of stockholders; provided , further , that the confidentiality obligations of the Investor Designee pursuant to (i) the Investor’s Rights Agreement, (ii) that certain confidentiality agreement, dated as of July 2, 2010, by and between the Company and Fred Wilkinson (as Investor Designee), and (iii) any other confidentiality obligations of the Investor Designee, including under applicable law (which obligations shall specifically include, among other things, maintaining the confidentiality of any and all information that was received by the Investor Designee pursuant to his service on the Board), shall all survive termination of the Investor’s Rights Agreement.

Section 5.2 Expenses . Each Party hereto shall pay its own expenses in connection with the transactions contemplated hereby, whether or not such transactions shall be consummated, except as otherwise expressly provided in this Agreement or any other agreement entered into between the Parties.

Section 5.3 Notices . All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement and any other documents executed in connection herewith shall be in writing and shall be deemed to have been duly given if (i) delivered personally, (ii) mailed, certified or registered mail, with postage prepaid or (iii) sent by next-day or overnight mail or delivery or sent by facsimile (upon written confirmation of receipt) as follows:

If to Company :

Columbia Laboratories, Inc.

4 Liberty Square

Boston, Massachusetts 02109

Attention: Jonathan Lloyd Jones

Fax: (617) 482-0618

 

5

with a copy (which shall not constitute notice) to:

Reed Smith, LLP

599 Lexington Avenue

New York, New York 10022

Attention: Herbert Kozlov, Esq.

Fax: (212) 521-5450

If to Coventry :

Coventry Acquisition, LLC

Actavis, Inc.

Morris Corporate Center III

400 Interpace Parkway

Parsippany, New Jersey 07054

Attention: Sig Kirk

Senior Vice President, Corporate Business Development

Fax: (862) 261-8043

with a copy (which shall not constitute notice) to:

Chief Legal Officer – Global and Secretary

Fax: (862) 261-8043

or to such other Person or address as either Party shall specify by notice in writing in accordance with this Section 5.3 to the other Party hereto. All such notices, requests, demands, waivers and other communications shall be deemed to have been received (i) if by personal delivery on the day after such delivery, (ii) if by certified or registered mail, on the fifth business day after the mailing thereof, (iii) if by next-day or overnight mail or delivery, on the day delivered and (iv) if by fax, on the next day following the day on which such fax was sent.

Section 5.4 Governing Law; Consent to Exclusive Jurisdiction .

(a) This Agreement shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such jurisdiction.

(b) The state or federal courts located within the State of New York shall have exclusive jurisdiction over any and all disputes between the Parties hereto, whether in law or equity, arising out of or relating to this Agreement and the agreements, instruments and documents contemplated hereby and the Parties consent to and agree to submit to the exclusive

 

6

jurisdiction of such courts. Each of the Parties hereby waives and agrees not to assert in any such dispute, to the fullest extent permitted by applicable law, any claim that (i) such Party is not personally subject to the jurisdiction of such courts, (ii) such Party and such Party’s property is immune from any legal process issued by such courts or (iii) any litigation or other proceeding commenced in such courts is brought in an inconvenient forum. The Parties hereby agree that the mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 5.3, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided.

Section 5.5 WAIVER OF JURY TRIAL . THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION OR OTHER PROCEEDING BROUGHT BY ANY PARTY TO THIS AGREEMENT AGAINST ANY OTHER PARTY TO THIS AGREEMENT WITH RESPECT TO ANY MATTER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH OR RELATED TO THIS AGREEMENT OR ANY PORTION OF THIS AGREEMENT, WHETHER BASED UPON CONTRACTUAL, STATUTORY, TORTIOUS OR OTHER THEORIES OF LIABILITY. EACH PARTY REPRESENTS THAT IT HAS CONSULTED WITH COUNSEL REGARDING THE MEANING AND EFFECT OF THE FOREGOING WAIVER OF ITS RIGHT TO A JURY TRIAL.

Section 5.6 Binding Effect; Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, permitted assigns, representatives, heirs and beneficiaries, as applicable.

Section 5.7 No Third Party Beneficiaries . Nothing in this Agreement shall confer any rights upon any person or entity other than the Parties hereto and their respective successors.

Section 5.8 Further Assurances . Each Party agrees to execute such further documents and instruments as shall be necessary to fully carry out the terms of this Agreement. Any consent or approval required of Coventry or the Company by this Agreement shall not be unreasonably withheld. Each Party agrees that for a reasonable period of time after the date hereof, each will reasonably cooperate with the other Party by making available through its respective officers, agents, employees and counsel such information and other cooperation as is reasonably requested by the other Party.

Section 5.9 Headings . Section headings are inserted herein for convenience only and do not form a part of this Agreement.

Section 5.10 Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. The reproduction of signatures by means of fax, portable document format (.pdf) or other electronic means shall be treated as though such reproductions are executed originals.

 

7

Section 5.11 Entire Agreement . This Agreement constitutes the entire agreement between Company and Coventry and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.

Section 5.12 Amendments . No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Neither the waiver by any of the Parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder.

Section 5.13 Severability . If any term, provision or restriction of this Agreement shall be held invalid, void, illegal or unenforceable, the remainder of the terms, provisions and restrictions of this Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated.

[ Remainder of Page Intentionally Left Blank; Signature Page Follows ]

 

8

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

 

COLUMBIA LABORATORIES, INC.
By:  

/s/ Frank Condella

      Name: Frank Condella
      Title: President & CEO
COVENTRY ACQUISITION, LLC
By:  

/s/ David Buchen

      Name: David Buchen
      Title: Secretary

[ Signature Page to Stock Purchase Agreement ]

Exhibit 99.1

 

LOGO    Contact:   
   Jonathan Lloyd Jones    Tricia Truehart
   Vice President & CFO    Senior Vice President
   Columbia Laboratories, Inc.    The Trout Group LLC
   (617) 639-1500    (646) 378-2953
   FOR IMMEDIATE RELEASE

Columbia Laboratories Repurchases 1.4 Million Shares of Common Stock from Actavis

BOSTON, MA – March 7, 2014 - Columbia Laboratories, Inc. (Nasdaq: CBRX) announced today that the Company has repurchased 1.4 million shares of its common stock, par value $0.01 per share, from Coventry Acquisition, LLC, a subsidiary of Actavis Inc. (Actavis) at $6.08 per share, which represents a 10.75% discount to the closing price on Thursday, March 6, 2014. The total purchase price was approximately $8.5 million. This transaction reduces the total issued and outstanding shares of common stock by about 11.5% from approximately 12.15 million to 10.75 million.

“This was a unique opportunity for us to acquire Actavis’ large block of shares at an advantageous price. This action testifies to our solid financial position and our belief in Columbia’s strong growth prospects,” said Frank Condella, Columbia’s president and CEO. “Actavis continues its efforts behind CRINONE progesterone gel as seen with its recent launch of CRINONE NG. We are confident that our long-standing relationship with Actavis will remain strong.”

In conjunction with this transaction, G. Frederick Wilkinson has stepped down from the Board. Mr. Wilkinson was initially appointed to Columbia’s Board in July 2010 pursuant to the terms of an Investor’s Rights Agreement, dated July 2, 2010, between Coventry and the Company, which granted Coventry the right to designate one director for election to the Board.

“We are grateful to Fred for his insight and support over the past four years on our Board,” Condella noted.

About Columbia Laboratories

Columbia Laboratories, Inc. provides pharmaceutical development, clinical trial manufacturing, and advanced analytical and consulting services to the pharmaceutical industry. The Company has a successful heritage in pharmaceutical research and development, particularly in women’s healthcare and drug delivery. Its most successful product to date, CRINONE ® 8% (progesterone gel), is marketed by Actavis, Inc. in the U.S. and by Merck Serono S.A. in over 60 additional countries worldwide. For more information, please visit www.columbialabs.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This communication contains forward-looking statements, which statements are indicated by the words “may,” “will,” “plans,” “believes,” “expects,” “anticipates,” “potential,” “should,” and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those projected in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Factors that might cause future results to differ include, but are not limited to, the following: Actavis’ and Merck Serono’s success in marketing CRINONE for use in infertility in their respective markets; changes in timing and quantity to Merck Serono’s CRINONE supply orders; timely and successful renewals by Merck Serono of the license for CRINONE in major ex-U.S. markets; Merck Serono’s success in gaining entry to new markets for CRINONE; the successful launch by Actavis of the next-generation vaginal progesterone product for the U.S. market; our ongoing ability to retain current and attract new customers; difficulties or delays in manufacturing; the availability and pricing of third-party sourced products and materials; successful compliance with FDA, MHRA and other governmental regulations applicable to

4 Liberty Square — Fourth Floor — Boston, MA 02109

TEL: (617) 639-1500 — FAX: (617) 482-0618 — http://www.columbialabs.com

Columbia Laboratories Repurchases 1.4 Million Shares of Common Stock from Actavis

March 7, 2014

   Page 2 of 2

 

manufacturing facilities, products and/or businesses; changes in the laws and regulations; the ability to obtain and enforce patents and other intellectual property rights; the impact of patent expiration; the impact of competitive products and pricing; our inability to maintain effective internal controls over reporting; the strength of the United States dollar relative to international currencies, particularly the euro, British pound and the Swiss franc; competitive, economic, and regulatory factors in the pharmaceutical and healthcare industry; general economic conditions; and other risks and uncertainties that may be detailed, from time-to-time, in Columbia’s reports filed with the SEC, including, but not limited to, its Annual Report on Form 10-K for the period ended December 31, 2013. Columbia does not undertake any responsibility to revise or update any forward-looking statements contained herein, except as expressly required by law.

CRINONE ® is a registered trademark of Actavis, Inc. in the U.S. and of Merck Serono S.A. outside the U.S.

###

 

4 Liberty Square — Fourth Floor — Boston, MA 02109

TEL: (617) 639-1500 — FAX: (617) 482-0618 — http://www.columbialabs.com