QUESTCOR PHARMACEUTICALS INC 
By ANAHEIM, Calif., April 28, 2014 /PRNewswire/ -- Questcor Pharmaceuticals, Inc. (NASDAQ: QCOR) today reported financial results for the first quarter ended March 31, 2014.
Three Months Ended 03/31/14 Three Months Ended 03/31/13 Percentage Change
------------------------------ ------------------------------ -----------------
Net Sales $227.1 Million $135.1 Million 68%
--------- -------------- -------------- ---
GAAP Diluted
EPS $1.20 $0.65 85%
------------ ----- ----- ---
Non-GAAP
Diluted EPS $1.40 $0.76 84%
------------ ----- ----- ---
Net sales for the first quarter ended March 31, 2014 were $227.1 million, up 68 percent from $135.1 million in the first quarter of 2013. The increase was driven by the expanded usage of H.P. Acthar(®) Gel (repository corticotropin injection) in multiple therapeutic areas. The significant increase in net sales was primarily driven by rheumatologists prescribing Acthar for patients suffering from dermatomyositis, polymyositis, rheumatoid arthritis, and systemic lupus erythematosus. BioVectra, the Company's specialty manufacturing subsidiary, had net sales of $17.3 million in the first quarter of 2014, an increase of 106 percent from $8.4 million in the first quarter of 2013. GAAP earnings for the first quarter of 2014 were $1.20 per diluted common share, up 85 percent from the year ago quarter. First quarter 2014 non-GAAP earnings per share were $1.40, an increase of 84 percent from the prior year period.
Questcor shipped 7,080 vials of Acthar during the first quarter of 2014 compared with 4,830 vials in the year ago quarter, an increase of 47 percent. Quarterly vial shipments continue to be subject to significant variation due to the size and timing of individual orders received from Questcor's distributor. The timing of when these orders are received and filled can significantly affect net sales and net income in any particular quarter. The Company believes that investors should consider the Company's results over several quarters when analyzing the Company's performance.
"As discussed during the April 7, 2014 investor call announcing our transaction with Mallinckrodt plc, our results were in line with the seasonal patterns we typically see. Purportedly, incidence of multiple sclerosis (MS) exacerbations can be lower during the winter months. In addition, annual January insurance plan reenrollment activities tend to temporarily slow down the prescription reimbursement process for some specialty drugs during the first calendar quarter," said Don M. Bailey, President and CEO of Questcor. "Similar to 2013, Acthar prescription activity was relatively soft in January and February but picked up significantly during March and April."
"New paid prescriptions for Acthar were between 2,325 and 2,350 in the first quarter, an increase of approximately 35% compared with the first quarter of 2013 and a decrease of about 6% sequentially, reflecting the aforementioned seasonality," commented Steve Cartt, Chief Operating Officer of Questcor. "Of particular note, in the FDA-approved rheumatology-related indications, pharmacies filled between 570 and 580 new paid Acthar prescriptions during the first quarter, up significantly from 140 to 150 prescriptions filled in the year ago quarter and up about 8% sequentially. Rheumatology prescriptions now account for nearly a third of our total Acthar business after only four full quarters of educating rheumatologists about Acthar. In addition, our pilot commercial effort focused on educating pulmonologists about Acthar in the treatment of respiratory manifestations of symptomatic sarcoidosis appears to be generating encouraging early results."
Pharmacies also filled between 350 and 360 new paid prescriptions for Nephrotic Syndrome (NS) in the quarter, a decrease of about 10% year-over-year and sequentially. Net sales resulting from NS prescriptions currently account for approximately a third of Questcor's Acthar business. During the first quarter, pharmacies filled between 1,150 and 1,160 new paid prescriptions for MS relapse patients, representing an increase of about 13% year-over-year and a 14% sequential decrease. Net sales generated from MS relapse prescriptions currently represent approximately 25% of the Acthar business. Pharmacies filled between 215 and 220 new paid prescriptions for Infantile Spasm during the quarter, an increase of about 39% year-over-year, and 20% sequentially.
The Company believes that insurance coverage for Acthar continues to remain favorable when Acthar is prescribed for patients in need of an FDA-approved treatment alternative.
To allow comparable analysis, the Company has defined "new paid" prescriptions in the above paragraphs to include prescriptions covered by commercial carriers, Medicare, Medicaid and Tricare in all periods regardless of the rebate percentage applicable in those periods. The numbers are based on internal company estimates.
Research and Development Progress
Research and development (R&D) investment increased 84 percent to $19.9 million in the three months ended March 31, 2014, compared with $10.8 million for the year ago period. The increased R&D investment reflects the Company's ongoing efforts to further build the body of clinical evidence for Acthar, clarify the potential immune-modulating properties of Acthar and Synacthen, and identify mechanisms of action that could be potentially applicable to other inflammatory and auto-immune diseases with high unmet medical needs. The Company is also identifying new patient populations in which to evaluate both Acthar and Synacthen through exploratory clinical studies. Questcor is presently funding research and development for the following indications:
New Indications for Label Enhancement Programs:
-- Amyotrophic Lateral Sclerosis (ALS): Patient enrollment has been
completed in a company-sponsored dose-ranging Phase 2 clinical trial to
evaluate the safety and tolerability of Acthar in patients with ALS,
often referred to as Lou Gehrig's disease. ALS is a life-threatening,
progressive neurodegenerative disease that affects nerve cells in the
brain and the spinal cord.
-- Diabetic Nephropathy: Enrollment continues in a company-sponsored Phase
2 trial to evaluate the efficacy and safety of Acthar in patients with
diabetic nephropathy, one of the most common causes of end-stage renal
disease in the United States.
-- Acute Respiratory Distress Syndrome (ARDS): Site selection has been
initiated for a Phase 2 study to explore the safety and efficacy of
Acthar in patients with ARDS. ARDS is an acute life threatening lung
condition that can result from pulmonary and non-pulmonary infections or
a multitude of other serious conditions.
Research Regarding Approved Indications:
-- Idiopathic Membranous Nephropathy: Enrollment continues in a
company-sponsored Phase 4 trial in idiopathic membranous nephropathy.
Patients enrolled in this study are refractory, or non-responsive, to
current standard therapies or have relapsed after partial remission on
current standard therapies. (NOTE: for clarity, this trial is separate
and distinct from the independent investigator-initiated study in
idiopathic membranous nephropathy patients discussed in Questcor's April
21, 2014 press release.)
-- Lupus: Enrollment continues in a company-sponsored multi-site Phase 4
clinical trial to evaluate the efficacy and safety of daily Acthar
administration during a 6-month period in patients with persistently
active lupus.
Preclinical work related to the evaluation of a select group of potential Synacthen indications is in process.
Cash, Share Repurchase Program and Dividends
Cash flow from operations was $106 million during the first quarter of 2014 compared to $41 million during the first quarter of 2013. As of April 18, 2014, Questcor had cash, cash equivalents and short-term investments of $398.1 million, including $75 million in restricted cash to secure certain post-closing payment obligations related to Questcor's acquisition of Synacthen. There were no share repurchases during the first quarter of 2014 and, as of March 31, 2014, there are approximately 5.3 million authorized shares remaining under the stock repurchase plan. Diluted shares outstanding for the three months ended March 31, 2014 were 61.8 million shares.
Last week, Questcor paid its second quarter dividend of $0.30 per share. Additionally, the Company announced on April 7, 2014 that its Board of Directors declared a quarterly cash dividend of $0.30 per share. The dividend will be paid on or about July 8, 2014 to shareholders of record at the close of business on July 1, 2014.
Definitive Merger Agreement with Mallinckrodt Pharmaceuticals
On April 7, 2014, Questcor announced that it had entered into a definitive merger agreement under which Mallinckrodt will acquire Questcor in a transaction valued, based on the closing price of Mallinckrodt common stock on April 4, 2014, at approximately $5.6 billion. Under the terms of the transaction, Questcor shareholders will receive $30.00 per share in cash and 0.897 Mallinckrodt shares for each share of Questcor common stock they own. Following completion of the merger, Mallinckrodt shareholders will own approximately 50.5% and former Questcor shareholders will own approximately 49.5% of the combined company's stock. The joint proxy and registration statement for the proposed merger is expected to be filed with the SEC sometime in mid-May 2014. The transaction, which is currently expected to be completed in the third calendar quarter of 2014, is subject to the approval of the shareholders of both companies, as well as Hart-Scott-Rodino clearance in the U.S. In light of the pending transaction, Questcor has suspended conducting quarterly conference calls. The Company expects to file its first quarter 2014 Form 10-Q on or before April 30, 2014.
Acthar Label Information
The product label for Acthar includes 19 FDA-approved indications. Substantially all of the Company's net sales currently result from Acthar prescriptions for the following on-label indications:
-- Nephrotic Syndrome (NS): "to induce a diuresis or a remission of
proteinuria in the nephrotic syndrome without uremia of the idiopathic
type or that due to lupus erythematosus." NS can result from several
underlying conditions, and prescribing physicians indicate that Acthar
is most commonly being prescribed for patients who have proteinuria and
suffer from NS due to idiopathic membranous nephropathy, focal segmental
glomerulosclerosis (FSGS), IgA nephropathy, minimal change disease and
lupus nephritis.
-- Rheumatology Related Conditions: Acthar is approved for the following
rheumatology related conditions: (i) Collagen Diseases: Acthar is
indicated "during an exacerbation or as maintenance therapy in selected
cases of systemic lupus erythematosus, systemic dermatomyositis
(polymyositis)" and (ii) Rheumatic Disorders: Acthar is indicated as
"adjunctive therapy for short-term administration (to tide the patient
over an acute episode or exacerbation) in: Psoriatic arthritis,
Rheumatoid arthritis, including juvenile rheumatoid arthritis (selected
cases may require low-dose maintenance therapy), Ankylosing
spondylitis."
-- Multiple Sclerosis (MS): "for the treatment of acute exacerbations of
multiple sclerosis in adults. Clinical controlled trials have shown H.P.
Acthar Gel to be effective in speeding the resolution of acute
exacerbations of multiple sclerosis. However, there is no evidence that
it affects the ultimate outcome or natural history of the disease." When
Acthar is used, it is typically prescribed as second line treatment for
patients with MS exacerbations.
-- Infantile Spasms (IS): "as monotherapy for the treatment of infantile
spasms in infants and children under 2 years of age."
Non-GAAP Financial Measures
The Company believes it is important to share non-GAAP financial measures with investors as these measures may better represent the ongoing economics of the business and reflect how we manage the business. Accordingly, management believes investors' understanding of the Company's financial performance is enhanced as a result of the disclosure of these non-GAAP financial measures. Non-GAAP financial measures should not be viewed in isolation, or as a substitute for, or as superior to, reported GAAP financial measures. The reconciliation between GAAP and non-GAAP financial measures are provided with the financial tables included with this release.
About Questcor
Questcor Pharmaceuticals, Inc. is a biopharmaceutical company focused on the treatment of patients with serious, difficult-to-treat autoimmune and inflammatory disorders. Questcor also provides specialty contract manufacturing services to the global pharmaceutical industry through its wholly-owned subsidiary BioVectra Inc. For more information about Questcor, please visit www.questcor.com.
Note: Except for the historical information contained herein, this press release contains forward-looking statements that have been made pursuant to the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "believes," "continue," "could," "ensuring," "estimates," "expects," "growth," "may," "momentum," "plans," "potential," "remain," "should," "start," "substantial," "sustainable" or "will" or the negative of such terms and other comparable terminology. These statements are only predictions. Actual events or results may differ materially. Factors that could cause or contribute to such differences include, but are not limited to, the following:
Factors related to the Mallinckrodt Transaction
-- The fixed exchange ratio results in a floating value to be received by
Questcor shareholders;
-- Dilution of ownership for Questcor's shareholders;
-- The possibility that the merger will not be consummated;
-- The impact of the announcement of the transaction on our operations;
-- Provisions of the merger agreement that could discourage a potential
competing acquirer of Questcor
Factors related to our Business
-- Our reliance on Acthar for substantially all of our net sales and
profits;
-- Reductions in vials used per prescription resulting from changes in
treatment regimens by physicians or patient compliance with physician
recommendations;
-- Our ability to receive high reimbursement levels from third party
payers;
-- The complex nature of our manufacturing process and the potential for
supply disruptions or other business disruptions;
-- The lack of patent protection for Acthar; and the possible FDA approval
and market introduction of additional competitive products;
-- Our ability to continue to generate revenue from sales of Acthar to
treat on-label indications associated with NS, rheumatology-related
conditions, MS, or IS, and our ability to develop other therapeutic uses
for Acthar;
-- Research and development risks, including risks associated with
Questcor's work in the area of NS and Lupus, efforts to develop and
obtain FDA approval of Synacthen, our reliance on third-parties to
conduct research and development, our ability to conduct our own
clinical trial research and development projects, and the ability of
research and development to generate successful results;
-- The results of any pending or future litigation, investigations or
claims, including government investigations and private securities
litigation;
-- Our ability to comply with federal and state regulations, including
regulations relating to pharmaceutical sales and marketing practices;
-- Regulatory changes or other policy actions by governmental authorities
and other third parties in connection with U.S. health care reform or
efforts to reduce federal and state government deficits;
-- An increase in the proportion of our Acthar unit sales comprised of
Medicaid-eligible patients and government entities;
-- Our ability to estimate reserves required for Acthar used by government
entities and Medicaid-eligible patients and the impact that unforeseen
invoicing of historical Medicaid prescriptions may have upon our
results;
-- Our ability to effectively manage our growth, including the expansion of
our sales forces, planned international expansion, and our reliance on
key personnel;
-- Our ability to successfully identify, acquire or integrate acquisition
targets or other business combinations;
-- Our ability to integrate the BioVectra business with our business and to
manage, and grow, a contract manufacturing business;
-- Our ability to comply with foreign regulations related to the operation
of BioVectra's business and the international sales of Synacthen;
-- The impact to our business caused by economic conditions;
-- Our ability to protect our trade secrets and other proprietary rights;
-- The risk of product liability lawsuits;
-- Our ability to successfully enter into, and operate in, international
markets;
-- The risk of unfavorable changes in currency exchange rates;
-- Unforeseen business interruptions and security breaches;
-- Volatility in Questcor's Acthar shipments, estimated channel inventory,
and end-user demand, as well as volatility in our stock price;
-- Our ability and willingness to continue to pay our quarterly dividend or
make future increases in our quarterly dividend; and
-- Other risks discussed in Questcor's annual report on Form 10-K for the
year ended December 31, 2013 as filed with the Securities and Exchange
Commission, or SEC, on February 26, 2014, and other documents filed with
the SEC.
The risk factors and other information contained in these documents should be considered in evaluating Questcor's prospects and future financial performance.
Questcor undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date of this release.
For more information, please visit www.questcor.com or www.acthar.com.
QUESTCOR PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands, except net income per share data)
(unaudited)
Three Months
Ended
March 31,
---------
2014 2013
---- ----
Revenue
Pharmaceutical net sales $209,768 $126,771
Contract manufacturing net sales 17,336 8,358
------ -----
Total net sales 227,104 135,129
Cost of sales (exclusive of
amortization of purchased
technology) 21,410 16,189
------ ------
Gross profit 205,694 118,940
Operating expenses:
Selling and marketing 47,067 35,461
General and administrative 22,627 12,548
Research and development 19,929 10,793
Depreciation and amortization 1,027 1,070
Change in fair value of
contingent consideration 2,024 505
Impairment of goodwill and
intangibles - 719
--- ---
Total operating expenses 92,674 61,096
------ ------
Income from operations 113,020 57,844
Interest and other income, net 51 163
Foreign currency transaction
loss (154) (488)
---- ----
Income before income taxes 112,917 57,519
Income tax expense 38,607 18,455
------ ------
Net income $74,310 $39,064
Change in unrealized gains or
losses on available-for-sale
securities, net of related tax
effects and changes in foreign
currency translation
adjustments. (1,231) (1,194)
------ ------
Comprehensive income $73,079 $37,870
======= =======
Net income per share:
Basic $1.26 $0.68
===== =====
Diluted $1.20 $0.65
===== =====
Shares used in computing net
income per share:
Basic 59,141 57,857
====== ======
Diluted 61,822 60,271
====== ======
Dividends declared per share of
common stock $0.30 $0.25
Reconciliation of Non-GAAP
Adjusted Financial Disclosure
------------------------------
Adjusted net income $86,357 $45,832
Share-based compensation
expense (1) (7,102) (4,162)
Depreciation and amortization
expense (2) (3,174) (1,447)
Other non-cash expense (income)
related to acquisition of
BioVectra (3) (656) (672)
Other non-cash expense (income)
related to acquisition of
Synacthen (4) (1,115) -
Impairment of goodwill and
intangibles (5) - (487)
--- ----
Net income - GAAP $74,310 $39,064
======= =======
Adjusted net income per share -
basic $1.46 $0.79
Share-based compensation
expense (1) (0.12) (0.07)
Depreciation and amortization
expense (2) (0.05) (0.03)
Other non-cash expense (income)
related to acquisition of
BioVectra (3) (0.01) (0.01)
Other non-cash expense (income)
related to acquisition of
Synacthen (4) (0.02) -
Impairment of goodwill and
intangibles (5) - (0.01)
--- -----
Net income per share - basic $1.26 $0.68
===== =====
Adjusted net income per share -
diluted $1.40 $0.76
Share-based compensation
expense (1) (0.11) (0.07)
Depreciation and amortization
expense (2) (0.05) (0.02)
Other non-cash expense (income)
related to acquisition of
BioVectra (3) (0.01) (0.01)
Other non-cash expense (income)
related to acquisition of
Synacthen (4) (0.02) -
Impairment of goodwill and
intangibles (5) - (0.01)
-------------------------- --- -----
Net income per share - diluted $1.20 $0.65
===== =====
Notes to Reconciliation of Non-
GAAP Adjusted Financial
Disclosure
-------------------------------
Net income per share - basic and
diluted may not foot due to
rounding.
Use of Non-GAAP Financial
Measures
Our "non-GAAP adjusted net
income" excludes the following
items from GAAP net income:
1. Share-based compensation
expense.
2. Depreciation and amortization
expense, including amortization
expense on our purchased
intangibles.
3. Expense associated with the
net present value adjustment of
our contingent consideration.
4. Expense associated with the
net present value adjustment on
the R&D liability in
conjunction with acquisition of
Synacthen.
5. Impairment of purchased
technology related to our
acquisition of Doral.
QUESTCOR PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share information)
(unaudited)
March 31, December 31,
2014 2013
---- ----
ASSETS
Current assets:
Cash and cash
equivalents $261,102 $175,840
Short-term investments 75,021 69,166
------ ------
Total cash, cash
equivalents and short-
term investments 336,123 245,006
Accounts receivable, net
of allowances for
doubtful accounts of
$407 and $475 at March
31, 2014 and December
31, 2013, respectively 97,331 87,069
Inventories, net of
allowances of $1,848
and $1,329 at March 31,
2014 and December 31,
2013, respectively 15,197 16,368
Restricted cash -
current portion 25,000 25,000
Prepaid expenses and
other current assets 8,228 7,124
Deferred tax assets 12,601 16,209
------ ------
Total current assets 494,480 396,776
Property and equipment,
net 31,250 31,733
Goodwill 19,790 20,464
In process R&D asset 188,988 191,451
Intangibles and other
non current assets, net 28,350 30,131
Restricted cash 50,000 50,000
Deposits and other
assets 128 389
Deferred tax assets 15,410 15,410
------ ------
Total assets $828,396 $736,354
======== ========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $22,219 $14,302
Accrued compensation 14,314 16,489
Sales-related reserves 33,790 35,370
Accrued royalties 35,941 35,163
Dividend payable 18,285 18,093
Current portion of
contingent
consideration 8,293 4,238
Current portion of in
process R&D liability 25,000 25,000
Income taxes payable 22,175 3,693
Current portion of long-
term debt 1,627 1,665
Other accrued
liabilities 6,400 7,159
----- -----
Total current
liabilities 188,044 161,172
Long-term debt, less
current portion 13,124 13,998
Contingent consideration 28,775 33,224
In process R&D liability 116,761 115,066
Non current deferred tax
liability 10,221 10,569
Other non current
liabilities 2,674 2,961
----- -----
Total liabilities 359,599 336,990
------- -------
Shareholders' equity:
Preferred stock, no par
value, 5,334,285 shares
authorized; none
outstanding - -
Common stock, no par
value, 105,000,000
shares authorized,
60,977,015 and
60,137,758 shares
issued and outstanding
at March 31, 2014 and
December 31, 2013,
respectively 45,042 30,386
Retained earnings 428,239 372,231
Accumulated other
comprehensive (loss)
income (4,484) (3,253)
------ ------
Total shareholders'
equity 468,797 399,364
------- -------
Total liabilities and
shareholders' equity $828,396 $736,354
======== ========
QUESTCOR PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
Three Months
Ended
March 31,
---------
2014 2013
---- ----
OPERATING ACTIVITIES
Net income $74,310 $39,064
Adjustments to reconcile net
income to net cash provided by
operating activities:
Share-based compensation expense 8,696 6,148
Deferred income taxes 3,604 411
Amortization of investments 261 182
Depreciation and amortization 4,823 2,137
Impairment of goodwill and
intangibles - 719
Loss on disposal of property and
equipment - 21
Imputed interest for contingent
consideration and in-process
R&D 2,024 290
Other compensation expense 514 215
Changes in operating assets and
liabilities, net of business
acquisition:
Accounts receivable (8,838) 8,718
Inventories 893 4,637
Prepaid expenses and other
current assets (1,114) (198)
Accounts payable 6,272 (384)
Accrued compensation (2,175) (15,211)
Sales-related reserves (1,580) (11,546)
Accrued royalties 778 (21)
Income taxes payable 18,486 5,643
Other accrued liabilities (837) 559
Other non-current liabilities (43) 68
--- ---
Net cash flows provided by
operating activities 106,074 41,452
------- ------
INVESTING ACTIVITIES
Purchase of property and
equipment (2,252) (562)
Purchase of short-term
investments (21,233) (33,539)
Proceeds from maturities of
short-term investments 15,124 30,038
Acquisition of BioVectra, net of
cash acquired - (46,692)
Deposits and other assets 437 -
--- ---
Net cash flows used in investing
activities (7,924) (50,755)
------ -------
FINANCING ACTIVITIES
Repayment of funded long-term
debt (291) (304)
Repayment of other long-term
debt (116) (119)
Income tax benefit realized from
share-based compensation plans 10,025 1,991
Issuance of common stock, net (4,065) 2,615
Dividends paid (18,110) -
------- ---
Net cash flows (used in) /
provided by financing
activities (12,557) 4,183
------- -----
Effect of cash on changes in
exchange rates (331) (84)
Increase (decrease) in cash and
cash equivalents 85,262 (5,204)
------ ------
Cash and cash equivalents at
beginning of period 175,840 80,608
------- ------
Cash and cash equivalents at end
of period $261,102 $75,404
======== =======
Supplemental Disclosures of Cash
Flow Information:
Cash paid for interest $152 $182
==== ====
Cash paid for income taxes $6,205 $9,707
====== ======
Supplemental Disclosures of
Investing and Financing
Activities:
Dividend payable $18,285 $14,751
======= =======
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transaction between Mallinckrodt and Questcor, Mallinckrodt will file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 that will include a joint proxy statement of Mallinckrodt and Questcor that also constitutes a prospectus of Mallinckrodt. The definitive joint proxy statement/prospectus will be delivered to shareholders of Mallinckrodt and Questcor. INVESTORS AND SECURITY HOLDERS OF MALLINCKRODT AND QUESTCOR ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and the definitive joint proxy statement/prospectus (when available) and other documents filed with the SEC by Mallinckrodt and Questcor through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Mallinckrodt will be available free of charge on Mallinckrodt's internet website at www.mallinckrodt.com or by contacting Mallinckrodt's Investor Relations Department at (314) 654-6650. Copies of the documents filed with the SEC by Questcor will be available free of charge on Questcor's internet website at www.questcor.com or by contacting Questcor's Investor Relations Department at (714) 497-4899.
Participants in the Merger Solicitation
Mallinckrodt, Questcor, their respective directors and certain of their executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Mallinckrodt and Questcor shareholders in connection with the proposed merger and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. Information about the directors and executive officers of Mallinckrodt is set forth in its proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on January 24, 2014 . Information about the directors and executive officers of Questcor is set forth in its proxy statement for its 2013 annual meeting of shareholders, which was filed with the SEC on April 15, 2013.
SOURCE Questcor Pharmaceuticals, Inc.
