Report of Foreign Issuer (6-k)
May 02 2016 - 4:42PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of May, 2016
Commission
File Number: 001-37423
Biotie Therapies Oyj
(Exact
name of registrant as specified in its charter
)
Biotie
Therapies Corp.
(Translation
of registrant’s name into English)
Joukahaisenkatu
6, FI-20520
Turku,
Finland
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
INCO
RPORATION
BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated
by reference into the registration statement on Form S-8 (Registration Number 333-206484) of Biotie Therapies Corp. (the “
Company
”)
and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently
filed or furnished.
The
Company previously announced that, on January 19, 2016, the Company and Acorda Therapeutics, Inc. (the “
Offeror
”)
entered into a Combination Agreement whereby the Offeror agreed to offer to acquire all issued and outstanding shares (the “
Shares
”),
no nominal value, American Depositary Shares (the “
ADSs
”), stock options, share units and warrants of the Company
through a public tender offer (the “
Offer
”). The acceptance period under the Offer commenced on March 11, 2016
at 9:30 a.m. (Finnish time) / 2:30 a.m. (New York time) and preliminarily expired on April 8, 2016 at 4:00 p.m. (Finnish time)
/ 9:00 a.m. (New York time). As previously announced, in accordance the terms and conditions of the Offer, the Offeror commenced
a subsequent offer period (the “
Subsequent Offer Period
”) on April 14, 2016 at 9:30 a.m. (Finnish time) / 2:30
a.m. (New York time).
On
May 2, 2016, the Company issued a stock exchange release relating to the Offeror’s announcement of the expiration of the
Subsequent Offer Period on April 28, 2016 at 4:00 p.m. (Finnish time) / 9:00 a.m. (New York time) and the final results of the
Subsequent Offer Period. A copy of the stock exchange release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
SOME
OF THE STATEMENTS CONTAINED IN THIS ANNOUNCEMENT ARE FORWARD-LOOKING STATEMENTS, INCLUDING RISKS AND UNCERTAINTIES DISCUSSED IN
THE COMPANY’S PUBLIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), INCLUDING THE “RISK
FACTORS” SECTION OF THE COMPANY’S 2015 ANNUAL REPORT ON FORM 20-F, AS WELL AS THE TENDER OFFER DOCUMENTS FILED BY
THE OFFEROR AND THE SOLICITATION/RECOMMENDATION STATEMENT FILED BY THE COMPANY. 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. THE OFFEROR AND THE COMPANY 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.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
THIS
ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO
SELL COMPANY SECURITIES. THE SOLICITATION AND OFFER TO BUY COMPANY SECURITIES IS ONLY BEING MADE PURSUANT TO AN OFFER TO PURCHASE
AND RELATED MATERIALS. THE OFFEROR HAS FILED A TENDER OFFER STATEMENT ON SCHEDULE TO WITH THE SEC AND THE COMPANY HAS FILED A
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THE OFFER. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THESE MATERIALS CAREFULLY SINCE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. THE
OFFER TO PURCHASE, SOLICITATION/RECOMMENDATION STATEMENT AND RELATED MATERIALS HAVE BEEN FILED BY THE OFFEROR AND THE COMPANY
WITH THE SEC, AND INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS AND OTHER DOCUMENTS FILED BY THE OFFEROR
AND THE COMPANY WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. INVESTORS AND SECURITY HOLDERS MAY ALSO OBTAIN
FREE COPIES OF THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC BY THE COMPANY AT WWW.BIOTIE.COM.
SIGNATURE
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, thereunto duly authorized.
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BIOTIE THERAPIES CORP.
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By:
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/s/ David Cook
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Name:
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David Cook
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Title:
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Chief Financial Officer
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Date:
May 2, 2016
EXHIBIT
INDEX
Exhibit
Number
|
Description
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99.1
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Stock Exchange Release
dated May 2, 2016 (4:40 p.m. EET): FINAL RESULTS OF THE SUBSEQUENT OFFER PERIOD OF ACORDA THERAPEUTICS’ TENDER OFFER
FOR ALL OF THE SHARES, AMERICAN DEPOSITARY SHARES, STOCK OPTIONS, SHARE UNITS AND WARRANTS IN BIOTIE THERAPIES CORP.
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