SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for use of the commission only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[X] Soliciting material pursuant to Section 240.14a-11(c) or Section
240.14a-12
DRAGON PHARMACEUTICAL, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I) and
0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transactions
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11. (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid: --------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Checkbox if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[Dragon Pharmaceutical's
Logo]
Dragon Announces Update on the Letter of Intent
to Merge with Oriental Wave Holding Ltd.
Vancouver, British Columbia -April 13, 2004 - Dragon Pharmaceutical Inc. (TSX:
DDD, OTC BB: DRUG) ("Dragon") today updates its previously announced Letter of
Intent to merge with Oriental Wave Holding Limited ("Oriental Wave").
Oriental Wave's auditor, an accounting firm registered with the Public Company
Accounting Oversight Board, has completed its audit and issued its report on
Oriental Wave's 2003 financial statements. Oriental Wave's consolidated revenues
and earnings were US$26 million and US$7.5 million for the year ended December
31, 2003. Revenues primarily consisted of sales by Oriental Wave's Chemical Drug
division. In January 2004, Oriental Wave's Clavulanic Acid facility of the
Chemical Intermediate division commenced production, operation and sales which
will be reflected in 2004. Another facility for Chemical Intermediate division
producing 7-ACA is under final construction and is expected to start operations
during the third quarter of 2004.
Dragon would like to further clarify that, if the proposed merger is
consummated, it is anticipated that Dragon, the surviving company, will continue
to be a company listed on the Toronto Stock Exchange (Ticker: DDD) and quoted on
Over-the-counter Bulletin Board. (Ticker: DRUG).
"The proposed merger will be an important milestone for the history of Dragon by
transforming into a serious player in the global pharmaceutical industry with
proven product lines, significant infrastructure, operations and sizable
revenues from the prominent Chinese market and a competitive edge to be
successful in the international market covering both developing and developed
countries. Our current listing status in both U.S. and Canada stock markets
would allow the combined company to access the North American capital market,
where there is re-emerging investor interest in both biotech and chemical
generic drug sectors as well as in companies with material access to the
significant Chinese pharmaceutical market.", said, Dr. Alexander Wick, President
and CEO of Dragon.
Dragon's and Oriental Wave's proposed merger is conditioned upon a number of
conditions including entering into a definitive agreement which is currently
being negotiated by the parties. Both companies intend to conclude the
negotiation as soon as practical so as to start the regulatory process with the
US Securities and Exchange Commission ("SEC") and Toronto Stock Exchange
("TSX"). A special shareholders' meeting to approve certain aspects of the
proposed merger is expected to occur during the third quarter of 2004.
About Oriental Wave Holding Limited.
- ---------------------------------------
Oriental Wave Holding Limited is a privately held holding company of a
pharmaceutical company in China, with two GMP production facilities for chemical
drugs and chemical intermediates and one production facility for chemical
intermediates under construction.
About Dragon Pharmaceutical Inc.
- ---------------------------------
Dragon Pharmaceutical Inc. is an international biopharmaceutical company
headquartered in Vancouver, Canada, with a GMP production facility in Nanjing,
China. Dragon's EPO is currently approved to treat anemia due to renal failure
and surgery in 5 countries: China, India, Brazil, Egypt and Peru. Additional
regulatory submissions are in progress throughout Central and Eastern Europe,
Asia, Latin America, the Middle East and Africa.
For further information, please contact Garry Wong (email: ir@dragonbiotech.com)
at (604) 669-8817 or toll free 1-877-388-3784 or visit our web site at
www.dragonbiotech.com
Forward Looking Statement:
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995: All statements, other than historical
facts, included in the foregoing press release are forward-looking statements.
These forward looking statements include, but are not limited to, that Dragon
and Oriental Wave will enter into a definitive agreement and consummate the
merger. Forward-looking statements are not guarantees of future performance.
They involve risk, uncertainties and assumptions including risks discussed under
"Risks Associated With Dragon Pharmaceuticals" in the Company's annual report on
Form 10-KSB, SEC File No.: 0- 27937 and other documents filed with the SEC. The
Company does not undertake the obligation to publicly revise these
forward-looking statements to reflect subsequent events or circumstances.
The foregoing may be deemed to be soliciting materials of Dragon in connection
with its Letter of Intent to merge with Oriental Wave announced on March 24,
2004. This disclosure is being made in connection with Regulation of Takeovers
and Security Holder Communications (Release Nos. 33-7760 and 34-42055) adopted
by the Securities and Exchange Commission ("SEC") and Rule 14a-12 under the
Securities Exchange Act of 1934, as amended. If a definitive agreement is
entered into, Dragon shareholders and other investors are urged to read the
proxy statement that Dragon will file with the SEC in connection with the
proposed merger because it will contain important information about Dragon,
Oriental Wave and related matters. Dragon and its directors and executive
officers may be deemed to be participants in Dragon's solicitation of proxies
from Dragon shareholders in connection with the proposed merger. Information
regarding the participants and their security holdings can be found in each of
Dragon's most recent proxy statement filed with and Form 10-KSB to be filed with
the SEC, which are or will be available from the SEC and Dragon as described
below, and the proxy statement when it is filed with the SEC. After it is filed
with the SEC, the proxy statement will be available for free, both on the SEC
web site (http://www.sec.gov) and from Dragon as follows:
Garry Wong
Dragon Pharmaceutical, Inc
1900 - 1055 West Hastings Street
Vancouver, British Columbia
V6E 2E9
604-669-8817
In addition to the proposed proxy statement, Dragon files annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any reports, statements or other information filed by Dragon at
the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C.
20549 or at the SEC's other public reference rooms in New York and Chicago.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Dragon filings with the SEC are also available to the public
from commercial document-retrieval services and on the SEC's web site at
http://www.sec.gov.