Acorda Therapeutics, Inc. (“Acorda”) and Biotie Therapies
Corp. (“Biotie” or the "Company") have today entered
into a combination agreement ("Combination Agreement")
whereby Acorda, either directly or through a wholly-owned
subsidiary (jointly the "Offeror"), will make a public
tender offer in Finland and in the United States to purchase all of
the issued and outstanding shares, American Depositary Shares
("ADSs"), stock options, share units and warrants in Biotie
that are not owned by Biotie or any of its subsidiaries (the
“Tender Offer”).
The price offered for each share validly tendered into the
Tender Offer will be EUR 0.2946 in cash, representing a premium of
approximately 95 per cent compared to the closing price of the
Biotie shares on Nasdaq Helsinki Ltd. (“Nasdaq Helsinki”) on
18 January 2016, the last trading day on Nasdaq Helsinki preceding
this announcement. This represents a premium of approximately 84
per cent compared to the 3 month volume-weighted average trading
price on Nasdaq Helsinki and approximately 56 per cent compared to
the 6 month volume-weighted average trading price on Nasdaq
Helsinki.
The price offered for each ADS will be EUR 23.5680 in cash,
payable in the equivalent amount of U.S. dollars determined as near
to the payment date as reasonably practicable based on the U.S.
dollar spot rate against the euro exchange rate on the nearest
practicable day to the closing date of the Tender Offer. As of
January 18, 2016, this would be equivalent to 25.60 USD per ADS in
cash, based on the average exchange rate from the last 5 trading
days to January 15 of 1.0864 USD to 1.00 EUR, representing a
premium of approximately 94 per cent compared to the closing price
of the Biotie ADSs on the Nasdaq Stock Market LLC (“Nasdaq
US”) on 15 January 2016, the last trading day on the Nasdaq US
preceding this announcement. Acorda will also offer to acquire all
of the outstanding option rights, share units and warrants issued
by Biotie.
The Board of Directors of Biotie recommends that the holders of
Biotie shares, ADSs, option rights, share units and warrants accept
the Tender Offer. The Board’s decision has been unanimous. The
Board of Directors of Biotie will issue its complete statement
regarding the Tender Offer in accordance with the Finnish
Securities Market Act before the commencement of the Tender Offer.
In connection with the Tender Offer, the Board of Directors of
Biotie has received an opinion from Biotie’s financial advisor.
Certain factors considered by the Board of Directors of Biotie
when giving its recommendation include (i) the costs required to
gain approval and to subsequently launch the products, which could
require an additional dilutive financing, (ii) the various
strategic alternatives available to the Company, taking into
account discussions with other possible counterparties; (iii) the
risks of a successful launch of the products for the Company to be
able to realize the full economic value of the products and (iv)
the fact that the offer is a cash offer and not subject to a
financing condition.
Certain Biotie shareholders and ADS holders representing in
total approximately 59 per cent of the outstanding shares and votes
in Biotie on a fully diluted basis have subject to certain
customary conditions irrevocably undertaken to accept the Tender
Offer, including all the holders of Biotie warrants and members of
the management team of Biotie.
Board Member Mr. Don M Bailey, Vivo Capital, whose venture
partner is Board Member Mr. Mahendra G. Shah, and Versant Euro
Ventures, whose partner is Board Member Mr. Guido Magni,
representing in total approximately 27 per cent of the outstanding
shares and votes in Biotie on a fully diluted basis (which is
included in the 59 per cent mentioned in the paragraph above), have
subject to certain customary conditions irrevocably undertaken to
accept the Tender Offer. Mr. Bailey, Vivo Capital and Versant Euro
Ventures have made the commitment in question after Biotie’s Board
of Directors approved the entry into the Combination Agreement.
Board Members Mr. Bailey, Mr. Shah and Mr. Magni shall not
participate in the giving of the Board of Directors’ statement
regarding the Tender Offer.
“Our acquisition of Biotie positions Acorda as a leader in
Parkinson’s disease therapeutic development, with three
clinical-stage compounds that have the potential to improve the
lives of people with Parkinson’s. Tozadenant, Biotie’s most
advanced clinical program, is a promising therapy being developed
to reduce daily OFF time,” said Ron Cohen, M.D., Acorda's President
and CEO. “Adenosine A2a receptor antagonists may be the first new
class of drugs approved for the treatment of Parkinson’s in the
U.S. in over 20 years. Approximately 350,000 people with
Parkinson’s in the U.S. experience OFF periods, and if approved,
tozadenant could provide a much needed treatment option.”
Dr. Cohen added, “Tozadenant is a compelling opportunity with
potential market exclusivity to 2030. The Phase 2 data were highly
statistically significant and clinically meaningful. We are
targeting an NDA filing by the end of 2018.”
Mr. William M. Burns, Chairman of the Board of Biotie commented
“We have carefully assessed the terms and conditions of the Offer
and believe that it is an attractive offer to shareholders that
recognizes the strategic value of Biotie.”
Mr. Burns continued, “With the shared mission to improve the
lives of patients with neurological diseases, this transaction will
allow Acorda and Biotie to bring together their expertise and
resources in order to fully maximize the potential of tozadenant,
an A2a receptor antagonist in Phase 3 for Parkinson’s disease, and
SYN120, a dual 5-HT6/5-HT2A receptor antagonist in Phase 2 for
cognitive and psychotic disorders, and to bring new medicines to
patients. We are excited about this offer for our shareholders, the
Biotie team and for patients.”
BACKGROUND AND REASONS FOR THE TENDER OFFER
Acorda is a biotechnology company focused on developing
therapies that improve the lives of people with neurological
disorders, with its common stock listed on Nasdaq US.
Biotie is a specialized drug development company focused on
products for neurodegenerative and psychiatric disorders. Through
the acquisition, Acorda will obtain worldwide rights to tozadenant,
an oral adenosine A2a receptor antagonist currently in Phase 3
development in Parkinson’s disease (PD). In clinical trials,
tozadenant reduced average daily OFF time as an adjunct to
treatment regimens including levodopa.
Further expanding its Parkinson’s pipeline, Acorda will also
obtain global rights to SYN-120, an oral, 5-HT6/5-HT2A dual
receptor antagonist in Phase 2 development for Parkinson’s-related
dementia, with support from the Michael J. Fox Foundation.
The acquisition also includes two other assets: BTT1023, a fully
human monoclonal antibody in Phase 2 development for primary
sclerosing cholangitis (PSC), a chronic liver disease; and
Selincro, a European Medicines Agency (EMA)-approved therapy for
reduction of alcohol consumption marketed by H. Lundbeck A/S in
multiple European countries and for which the Company receives
royalties.
THE TERMS AND CONDITIONS OF THE TENDER OFFER
The price offered for each share validly tendered into the
Tender Offer will be EUR 0.2946 per share in cash.
The price offered for each ADS will be EUR 23.5680 in cash,
payable in the equivalent amount of U.S. dollars determined as near
to the payment date as reasonably practicable based on the U.S.
dollar spot rate against the euro exchange rate on the nearest
practicable day to the closing date of the Tender Offer.
The price offered for each stock option or share unit issued by
Biotie pursuant to its option and equity incentive plans and
convertible into Biotie shares will be the greater of (i) EUR
0.2946 minus the applicable subscription price and (ii) EUR 0.01 in
cash. The price offered for each warrant will be EUR 0.1664 in
cash.
The specific prices for each of the stock options, share units
and warrants have been set out in Annex A of this release.
The completion of the Tender Offer will be subject to the
following conditions:
(a) the valid tender of outstanding shares
(including outstanding shares represented by validly tendered ADSs
and validly tendered warrants) representing, together with any
outstanding shares (including outstanding shares represented by
ADSs and warrants) otherwise acquired by the Offeror, more than
ninety percent (90%) of the issued and outstanding shares and
voting rights of the Company, calculated on a Fully Diluted Basis
and otherwise in accordance with Chapter 18 Section 1 of the
Finnish Limited Liability Companies Act (21.7.2006/624); as used in
this paragraph "Fully Diluted Basis" means an equation in which the
numerator represents the aggregate number of outstanding shares
(including outstanding shares represented by ADSs) and warrants
that have been validly tendered or otherwise acquired by the
Offeror and the denominator represents the aggregate number of all
outstanding shares (including outstanding shares represented by
ADSs) and warrants, as well as shares issuable upon the vesting and
exercise of those outstanding equity instruments (other than
warrants) that have not been validly tendered into the Tender Offer
or otherwise acquired by the Offeror;
(b) the expiration or termination of any
applicable waiting period under the Hart-Scott-Rodino Act;
(c) no material adverse effect (as defined in
the Combination Agreement) having occurred in Biotie after 19
January 2016;
(d) the Offeror not, after 19 January 2016,
having received information previously undisclosed to it that
describes a material adverse effect to the Company that occurred
prior to 19 January 2016;
(e) no information made public by the Company
or disclosed by the Company to the Offeror being materially
inaccurate, incomplete, or misleading, and the Company not having
failed to make public any information that should have been made
public by it under applicable laws, including without limitation
the rules of Nasdaq Helsinki and Nasdaq US, provided that, in each
case, the information made public, disclosed or not disclosed or
the failure to disclose information constitutes a material adverse
effect to the Company;
(f) no court or regulatory authority of
competent jurisdiction (including without limitation the Finnish
Financial Supervisory Authority or the SEC) having given an order
or issued any regulatory action preventing or enjoining the
completion of the Tender Offer;
(g) the Board of Directors of the Company
having issued its recommendation for the Tender Offer and the
recommendation remaining in force and not being modified or changed
in a manner detrimental to the Offeror; and
(h) the Combination Agreement not having been
terminated and remaining in force and no event having occurred
that, with the passage of time, would give the Offeror the right to
terminate the Combination Agreement under specified sections of the
Combination Agreement that give the Offeror the right to terminate
the Combination Agreement in response to a breach of the agreement
by the Company.
The Offeror reserves the right to complete the Tender Offer even
if the conditions to completion of the Tender Offer have not been
fulfilled.
The Tender Offer will commence after the Offeror has obtained
certain regulatory relief from the US Securities and Exchange
Commission, which is expected to be obtained no later than the end
of February 2016, and initially run for twenty (20) banking days.
The Offeror reserves the right to extend and is obligated to extend
the acceptance period from time to time in accordance with the
terms and conditions of the Tender Offer.
The Offeror will make the filings required under the
Hart-Scott-Rodino Act, which requires the Offeror to delay the
completion of the Tender Offer until the applicable waiting period
pursuant to the Hart-Scott-Rodino Act has expired or been
terminated. The initial waiting period under the Hart-Scott-Rodino
Act is thirty days, unless it is earlier terminated or extended by
a request for additional information. The Offeror currently does
not believe that the completion of the Tender Offer would require
regulatory approvals from competition authorities outside the
United States.
The Tender Offer will be financed through cash on Acorda's
balance sheet and the gross proceeds of a private placement to a
banking institution of approximately USD 75 million of Acorda's
common stock that was executed concurrently with the execution of
the Combination Agreement and that is expected to close by 26
January 2016. The Tender Offer is not conditional upon obtaining
any external financing for the Tender Offer.
The detailed terms and conditions of the Tender Offer and
information on how to accept the Tender Offer will be included in
the tender offer documents that will be published by the Offeror
before the commencement of the acceptance period in Finland and in
the United States.
Acorda and Biotie have undertaken to follow the Helsinki
Takeover Code issued by the Finnish Securities Market Association
as referred to in the Finnish Securities Market Act and will comply
with the US Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, subject to any relief from the
US Securities and Exchange Commission.
On the date of this release, Biotie’s share capital amounts to
EUR 279,218,058.55 and the number of shares issued to
1,089,608,083. The Offeror does not currently hold any shares,
ADSs, option rights, share units or warrants in Biotie.
COMBINATION AGREEMENT
The Combination Agreement sets forth the principal terms under
which the Offeror will make the Tender Offer.
Under the Combination Agreement, the Board of Directors of
Biotie has undertaken, in the event of a competing offer, not to
cancel or change its recommendation for the Tender Offer,
unless
i. it determines in good faith, after taking
advice from external legal counsel and financial advisor that the
competing offer is superior to the Offeror’s offer and that
therefore it would no longer be in the best interest of the
shareholders, ADS holders and holders of stock options, share units
and warrants of Biotie to accept the Tender Offer and that failure
to cancel or change the Board of Directors' recommendation for the
Tender Offer would be inconsistent with the Board of Directors'
fiduciary duties towards Biotie's shareholders and holders of other
equity instruments under Finnish laws; and
ii. prior to and as a precondition for
cancelling or changing its recommendation, the Board of Directors
has complied with certain agreed procedures allowing Acorda to
assess the competing offer and to enhance the Tender Offer.
Should Acorda enhance the Tender Offer so as to be at least
equally favourable to Biotie’s shareholders as the competing offer,
the Board of Directors has undertaken to confirm and uphold the
recommendation for the Tender Offer, as enhanced.
Biotie has also agreed not to, directly or through its
representatives, solicit or encourage any competing offers or
proposals for such offers or other transactions competing with the
Tender Offer, nor to facilitate or promote any such competing
proposals, unless the Board of Directors has determined that, with
respect to an unsolicited competing proposal, failure to take such
measures would be inconsistent with the Board of Directors'
fiduciary duties. Biotie has agreed to inform Acorda of any
competing proposals and to provide Acorda an opportunity to
negotiate with the Board of Directors of Biotie on matters arising
from such competing proposals.
The Combination Agreement further includes certain
representations, warranties and undertakings by both parties
customary in transactions of a similar nature, such as conduct of
business by Biotie in the ordinary course of business before the
completion of the Tender Offer and cooperation by the parties in
necessary regulatory filings and in completing the Tender Offer in
the most expeditious manner practicable.
Biotie has further undertaken to compensate Acorda for its
reasonable transaction costs in the amount of USD 4,500,000 in the
event the Combination Agreement is terminated in connection with
the Board of Directors of Biotie withdrawing or changing its
recommendation for the Tender Offer.
Acorda’s intention is to cause the shares of Biotie to be
delisted from Nasdaq Helsinki and the ADSs to be delisted from
Nasdaq US as soon as permitted and reasonably practicable under
applicable laws and regulations.
The foregoing summary is not complete and is qualified by
reference to the full text of the Combination Agreement.
EFFECT ON BIOTIE'S CURRENT ORGANIZATION
Biotie is headquartered in Turku, Finland, with a subsidiary
based in South San Francisco, California. Following the close of
the acquisition, Acorda plans to maintain the operations of the
South San Francisco in full, including the staff at that site. The
future of Biotie's location in Turku will be considered separately
later on. With this addition, Acorda will have operations in three
major U.S. biotechnology centers: New York, Boston and San
Francisco.
ADVISORS
Lazard, MTS Health Partners, L.P. and J.P. Morgan Securities LLC
served as financial advisors, and Kirkland & Ellis, Roschier
Attorneys Ltd., Covington & Burling LLP and Jones Day LLP
served as legal advisors to Acorda in connection with the Tender
Offer.
Guggenheim Securities served as Biotie Therapies’ financial
advisors, and Davis Polk & Wardwell LLP and Hannes Snellman
Attorneys Ltd. served as Biotie’s legal advisors.
ACORDA THERAPEUTICS, INC.Board of Directors
INFORMATION REGARDING ACORDA
Founded in 1995, Acorda is a biotechnology company focused on
developing therapies that improve the lives of people with
neurological disorders, with its common stock listed on Nasdaq
US.
Acorda has an industry leading pipeline of novel neurological
therapies addressing a range of disorders, including multiple
sclerosis, Parkinson’s disease, post-stroke walking deficits,
epilepsy and migraine. Acorda markets three FDA-approved therapies,
including AMPYRA® (dalfampridine) Extended Release Tablets, 10
mg.
INFORMATION REGARDING BIOTIE
Biotie is a specialized drug development company focused on
products for neurodegenerative and psychiatric disorders. Biotie's
development has delivered Selincro (nalmefene) for alcohol
dependence, which received European marketing authorization in 2013
and is currently being marketed across Europe by partner Lundbeck.
The current development products include tozadenant for Parkinson's
disease, which is in Phase 3 development, and two additional
compounds which are in Phase 2 development for cognitive disorders
including Parkinson's disease dementia, and primary sclerosing
cholangitis (PSC), a rare fibrotic disease of the liver.
ANNEX A
The specific prices for each of the stock options, share units
and warrants are as follows:
Outstanding Equity Instrument
Price offered in the Tender Offer
(EUR in cash)
2011 Option Rights 2011C (subscription price
EUR 0.01 per share) 0.2846 for each stock option
2014 Option
Rights
2014A (subscription price EUR 0.01 per
share)
0.2846 for each stock option 2014B (subscription price EUR 0.01 per
share) 0.2846 for each stock option 2014C (subscription price EUR
0.01 per share) 0.2846 for each stock option 2014D (subscription
price EUR 0.01 per share) 0.2846 for each stock option 2014M
(subscription price EUR 0.01 per share) 0.2846 for each stock
option
2016 Option Rights Stock option 2016 (subscription
price EUR 0.162 per share) 0.1326 for each stock option
2011
Share Rights 2011 Share right 0.2946 for each share right
2014 Share Rights 2014A (subscription price USD 0.01 per
share) 0.2854 for each share right 2014B (subscription price USD
0.01 per share) 0.2854 for each share right 2014C (subscription
price USD 0.01 per share) 0.2854 for each share right 2014D
(subscription price USD 0.01 per share) 0.2854 for each share right
2014M (subscription price USD 0.01 per share) 0.2854 for each share
right
Swiss Option Rights Swiss option (subscription price
CHF 0.10 per share) 0.2032 for each stock option Swiss option
(subscription price CHF 0.21 per share) 0.1026 for each stock
option Swiss option (subscription price CHF 0.28 per share) 0.0386
for each stock option Swiss option (subscription price CHF 0.31 per
share) 0.0112 for each stock option Swiss option (subscription
price CHF 0.35 per share) 0.0100 for each stock option Swiss option
(subscription price CHF 0.38 per share) 0.0100 for each stock
option Swiss option (subscription price CHF 0.45 per share) 0.0100
for each stock option
Warrants Warrants (subscription price
EUR 0.17 per share) 0.1664 for each warrant
DISCLAIMER
This press release includes forward-looking statements. All
statements, other than statements of historical facts, regarding
management's expectations, beliefs, goals, plans or prospects
should be considered forward-looking. These statements are subject
to risks and uncertainties that could cause actual results to
differ materially, including the ability to complete the Biotie
transaction on a timely basis or at all; the ability to realize the
benefits anticipated to be realized by the Biotie transaction and
the Civitas transaction; the ability to successfully integrate
Biotie’s operations and Civitas’ operations, respectively, into our
operations; we may need to raise additional funds to finance our
expanded operations and may not be able to do so on acceptable
terms; our ability to successfully market and sell Ampyra in the
U.S.; third party payers (including governmental agencies) may not
reimburse for the use of Ampyra or our other products at acceptable
rates or at all and may impose restrictive prior authorization
requirements that limit or block prescriptions; the risk of
unfavorable results from future studies of Ampyra or from our other
research and development programs, including CVT-301, Plumiaz, or
any other acquired or in-licensed programs; we may not be able to
complete development of, obtain regulatory approval for, or
successfully market CVT-301, Plumiaz, or any other products under
development; the occurrence of adverse safety events with our
products; delays in obtaining or failure to obtain regulatory
approval of or to successfully market Fampyra outside of the U.S.
and our dependence on our collaboration partner Biogen in
connection therewith; competition; failure to protect our
intellectual property, to defend against the intellectual property
claims of others or to obtain third party intellectual property
licenses needed for the commercialization of our products; and
failure to comply with regulatory requirements could result in
adverse action by regulatory agencies. In addition, the compounds
being acquired from Biotie are subject to all the risks inherent in
the drug development process, and there can be no assurance that
these compounds will receive regulatory approval or be commercially
successful. These and other risks are described in greater detail
in our filings with the Securities and Exchange Commission. We may
not actually achieve the goals or plans described in our
forward-looking statements, and investors should not place undue
reliance on these statements. Forward-looking statements made in
this release are made only as of the date hereof, and we disclaim
any intent or obligation to update any forward-looking statements
as a result of developments occurring after the date of this
release.
Additional Information
The tender offer described in this release has not yet
commenced, and this release is neither an offer to purchase nor a
solicitation of an offer to sell securities. At the time the tender
offer is commenced, we will file, or will cause a new wholly owned
subsidiary to file, with the SEC a tender offer statement on
Schedule TO. Investors and holders of Biotie Equity Interests are
strongly advised to read the tender offer statement (including an
offer to purchase, letter of transmittal and related tender offer
documents) and the related solicitation/recommendation statement on
Schedule 14D-9 that will be filed by Biotie with the SEC, because
they will contain important information. These documents will be
available at no charge on the SEC’s website at www.sec.gov upon the
commencement of the tender offer. In addition, a copy of the offer
to purchase, letter of transmittal and other related tender offer
documents (once they become available) may be obtained free of
charge by directing a request to us at www.acorda.com or Office of
the Corporate Secretary, 420 Saw Mill River Road, Ardsley, New York
10502.
In addition to the offer to purchase, the related letter of
transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, we file 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 us at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room. Our filings with the SEC are also available to the public
from commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov.
THE OFFER WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS
PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR
REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND AND THE UNITED STATES.
IN ADDITION, THE TENDER OFFER DOCUMENTS, THIS RELEASE AND
RELATED MATERIALS AND ACCEPTANCE FORMS WILL NOT AND MAY NOT BE
DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER
IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER
CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR
FROM WITHIN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG
KONG.
This announcement is for information only and does not
constitute a tender offer document or an offer, solicitation of an
offer or an invitation to a sales offer. Potential investors in
Finland shall accept the tender offer only on the basis of the
information provided in a tender offer document approved by the
Finnish Financial Supervisory Authority and related materials.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160119005821/en/
For further information, please contact:AcordaJeff Macdonald, +
1 914 326 5232Senior Director, Corporate
Communicationsjmacdonald@acorda.comorFelicia Vonella, + 1 914 326
5146Investor relationsfvonella@acorda.comorBiotieTimo Veromaa, +358
2 274 8900President and Chief Executive
Officertimo.veromaa@biotie.comorDavid Cook, +358 2 274 8900Chief
Financial Officerdavid.cook@biotie.comorVirve Nurmi, +358 2 274
8900Investor Relations Managervirve.nurmi@biotie.comorThe Trout
Group LLCLauren Williams, +44 203 780 4972Managing
Directorlwilliams@troutgroup.comorJennifer Porcelli, +1 646 378
2962Vice Presidentjporcelli@troutgroup.com
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