Biotie Therapies Corp. to Delist Its American Depositary Shares from the Nasdaq Global Select Market
May 18 2016 - 9:00AM
Business Wire
Biotie Therapies Corp. (“Biotie”) today announces that its Board
of Directors has resolved to voluntarily delist its American
Depositary Shares (“ADSs”), each representing 80 Biotie ordinary
shares with no nominal value (“Shares”), from the NASDAQ Global
Select Market (“NASDAQ US”).
Biotie will deliver today written notice to NASDAQ US of its
intention to delist. Biotie believes the delisting of its ADSs from
NASDAQ US is in the best interests of Biotie and its shareholders
in light of the recent completion of the voluntary public tender
offer by Acorda Therapeutics, Inc. (Nasdaq:ACOR) (“Acorda”) to
purchase all of the issued and outstanding Biotie Shares, ADSs,
stock options, share units and warrants in Biotie not owned by
Biotie or any of its subsidiaries (the “Tender Offer”). Following
completion of the Tender Offer, Acorda owns approximately
96.8 percent of all the Shares and votes in Biotie (excluding
treasury shares held by Biotie). By exercising the other equity
interests acquired in the Tender Offer for the subscription of
Shares, Acorda could increase its holding to approximately
97.4 percent of all the Shares and votes in Biotie (excluding
treasury shares held by Biotie).
Biotie currently intends to file with the U.S. Securities and
Exchange Commission (the “Commission”), on or about May 31, 2016,
an application on Form 25 to notify the Commission of the delisting
of its ADSs from NASDAQ US. The delisting will be effective ten
(10) calendar days after the filing of the Form 25. This means
that, as of June 10, 2016, the ADSs will not be tradable on any
regulated security exchange. Biotie Shares will remain listed on
NASDAQ Helsinki Ltd., although Biotie intends to delist the Shares
from NASDAQ Helsinki Ltd. as soon as permitted and practicable
under applicable laws.
Biotie’s reporting obligations under applicable U.S. securities
laws will continue after the delisting. Following satisfaction of
the relevant deregistration conditions under the applicable U.S.
securities laws, Biotie intends to terminate its reporting
obligations under U.S. securities laws and deregister all classes
of its registered securities. Following termination of Biotie’s
reporting obligations under the U.S. Securities Exchange Act of
1934, much less information about Biotie will be available pursuant
to the U.S. securities laws. Biotie intends to release further
information on such deregistration and termination of reporting
obligations at a later date. Biotie reserves the right, for any
reason, to delay these filings, to withdraw them prior to
effectiveness, and to otherwise change its plans in respect of
delisting, deregistration and termination of reporting obligations
in any way.
As previously announced, Acorda’s intention is to acquire all
the remaining Biotie Shares and ADSs. As Acorda’s ownership in
Biotie has exceeded nine-tenths (9/10) of the Shares and voting
rights in Biotie through the Tender Offer, Acorda has filed an
application with the Redemption Committee of the Finland Chamber of
Commerce to initiate compulsory redemption proceedings for the
remaining Biotie Shares under the Finnish Companies Act (the
“Subsequent Compulsory Redemption”). Although holders of ADSs will
not participate personally in the Subsequent Compulsory Redemption
(unless they wish to do so and withdraw their Shares from the ADS
program), subject to the terms of the ADS deposit agreement and
less any fees and expenses incurred under the ADS deposit
agreement, holders of ADSs will be entitled to receive the value
determined in the Subsequent Compulsory Redemption proceedings for
each Biotie Share represented by their ADSs.
About Biotie Therapies
Biotie is a biopharmaceutical 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 rolled out across Europe by partner H. Lundbeck A/S. 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.
For more information, please visit www.biotie.com.
About Acorda Therapeutics
Founded in 1995, Acorda Therapeutics is a biotechnology company
focused on developing therapies that restore function and improve
the lives of people with neurological disorders.
Acorda has an industry leading pipeline of novel neurological
therapies addressing a range of disorders, including Parkinson’s
disease, epilepsy, post-stroke walking deficits, migraine, and
multiple sclerosis. Acorda markets three FDA-approved therapies,
including AMPYRA® (dalfampridine) Extended Release Tablets, 10
mg.
For more information, please visit www.acorda.com.
Forward-Looking Statements
Some of the statements contained in this announcement are
forward-looking statements, including statements regarding the
expected timeline for Biotie’s filing of the Form 25, the delisting
of the ADSs from NASDAQ US and Biotie’s deregistration from U.S.
reporting obligations, which involve a number of risks and
uncertainties. These statements are based on current expectations,
assumptions, estimates and projections, and involve known and
unknown risks, uncertainties and other factors that may cause
results, levels of activity, performance or achievements to be
materially different from any future statements. These statements
are generally identified by words or phrases such as “believe”,
“anticipate”, “expect”, “intend”, “plan”, “will”, “may”, “should”,
“estimate”, “predict”, “potential”, “continue” or the negative of
such terms or other similar expressions. If underlying assumptions
prove inaccurate or unknown risks or uncertainties materialize,
actual results and the timing of events may differ materially from
the expected results and/or timing discussed in the forward-looking
statements, and you should not place undue reliance on these
statements. Acorda and Biotie disclaim any intent or obligation to
update any forward-looking statements as a result of developments
occurring after the period covered by this announcement or
otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20160518005784/en/
Investor RelationsFelicia Vonella, + 1 914 326
5146fvonella@acorda.com
Acorda Therapeutics (NASDAQ:ACOR)
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