NEW
HAVEN, Conn., Sept. 18,
2022 /PRNewswire/ -- Biohaven Pharmaceutical Holding
Company Ltd. (NYSE: BHVN) ("Biohaven") today announced that it has
set a record date of September 26,
2022 (the "Record Date") for the previously announced
spin-off by Biohaven of its Biohaven Ltd. ("SpinCo") subsidiary,
which will own the Kv7 ion channel activators, glutamate
modulation, myeloperoxidase inhibition and myostatin inhibition
platforms, preclinical product candidates, and certain corporate
infrastructure currently owned by Biohaven. The completion of the
spin-off remains subject to closing conditions noted in Biohaven's
Proxy Statement filed on August 30,
2022, including receipt of shareholder approval at
Biohaven's special meeting of shareholders to be held on
September 29, 2022.
On the date of the distribution (the "Distribution Date"), each
holder of Biohaven common shares will receive one common share of
SpinCo for every two common shares of Biohaven held as of the
Record Date. No action or payment is required by Biohaven
shareholders to receive shares of SpinCo.
Beginning on September 23, 2022,
and continuing until the occurrence of the distribution on the
Distribution Date, Biohaven common shares will trade with an
entitlement to the distribution under the symbol "BHVN". Any
holders of Biohaven common shares who sell shares on or before the
Distribution Date will also be selling their right to receive
SpinCo common shares. Investors are encouraged to consult with
their financial advisors regarding the specific implications of
buying or selling Biohaven common shares on or before the
Distribution Date.
Beginning on September 23, 2022,
SpinCo common shares are expected to begin trading on a
"when-issued" basis on the New York Stock Exchange under the symbol
"BHVN WI" and under "Biohaven Ltd." When-issued trading of SpinCo
common shares will continue until the distribution occurs. SpinCo
common shares are expected to begin "regular-way" trading on the
NYSE under the symbol "BHVN" on the first trading day following the
Distribution Date.
About Biohaven
Biohaven is a global commercial-stage biopharmaceutical company
with a portfolio of innovative, best-in-class therapies to improve
the lives of patients with debilitating neurological and
neuropsychiatric diseases, including rare disorders. Biohaven's
Neuroinnovation™ portfolio includes FDA-approved Nurtec
® ODT (rimegepant) for the acute and preventive
treatment of migraine (EMA-approved as Vydura ™ (rimegepant) for
the acute treatment of migraine with or without aura, and
prophylaxis of episodic migraine in adults who have at least four
migraine attacks per month) and a broad pipeline of late-stage
product candidates across five distinct mechanistic platforms: CGRP
receptor antagonism for the acute and preventive treatment of
migraine; glutamate modulation for obsessive-compulsive disorder
and spinocerebellar ataxia; and MPO inhibition for amyotrophic
lateral sclerosis; Kv7 Ion Channel Activators (Kv7) for focal
epilepsy and neuronal hyperexcitability, and myostatin inhibition
for neuromuscular diseases. More information about Biohaven is
available at www.biohavenpharma.com.
Special Note on Forward-Looking Statements
This press release contains forward-looking information about
Pfizer's proposed acquisition of Biohaven, Biohaven's related
spin-off of its development stage pipeline compounds, Biohaven's
commercial and pipeline portfolio, including rimegepant, expected
best-in-class and growth potential, that involve substantial risks
and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements.
Risks and uncertainties include, among other things, risks related
to the satisfaction or waiver of the conditions to closing the
proposed acquisition (including the failure to obtain necessary
regulatory approvals and failure to obtain the requisite vote by
Biohaven shareholders) in the anticipated timeframe or at all,
including the possibility that the proposed acquisition does not
close; the possibility that competing offers may be made; risks
related to the ability to realize the anticipated benefits of the
proposed acquisition, including the possibility that the expected
benefits from the acquisition will not be realized or will not be
realized within the expected time period; the risk that the
businesses will not be integrated successfully; disruption from the
transaction making it more difficult to maintain business and
operational relationships; risks related to diverting management's
attention from Biohaven's ongoing business operation; negative
effects of this announcement or the consummation of the proposed
acquisition on the market price of Biohaven's common shares and/or
operating results; significant transaction costs; unknown
liabilities; the risk of litigation and/or regulatory actions
related to the proposed acquisition, spin-off or Biohaven's
business; risks and costs related to the implementation of the
separation of SpinCo, including timing anticipated to complete the
separation and any changes to the configuration of the businesses
included in the separation if implemented; the risk that the
integration of Biohaven and Pfizer will be more difficult, time
consuming or costly than expected; other business effects and
uncertainties, including the effects of industry, market, business,
economic, political or regulatory conditions; future exchange and
interest rates; changes in tax and other laws, regulations, rates
and policies; future business combinations or disposals; the
uncertainties inherent in research and development, including the
ability to meet anticipated clinical endpoints, commencement and/or
completion dates for clinical trials, regulatory submission dates,
regulatory approval dates and/or launch dates, as well as the
possibility of unfavorable new clinical data and further analyses
of existing clinical data; risks associated with interim data; the
risk that clinical trial data are subject to differing
interpretations and assessments by regulatory authorities; whether
regulatory authorities will be satisfied with the design of and
results from the clinical studies; whether and when drug
applications may be filed in particular jurisdictions for
rimegepant or zavegepant or any other investigational products;
whether and when any such applications may be approved by
regulatory authorities, which will depend on myriad factors,
including making a determination as to whether the product's
benefits outweigh its known risks and determination of the
product's efficacy and, if approved, whether rimegepant, zavegepant
or any such other products will be commercially successful;
decisions by regulatory authorities impacting labeling,
manufacturing processes, safety and/or other matters that could
affect the availability or commercial potential of rimegepant,
zavegepant or any such other products; uncertainties regarding the
impact of COVID-19; and competitive developments.
You should carefully consider the foregoing factors and the
other risks and uncertainties that affect the business of Biohaven
described in the "Risk Factors" and "Forward-Looking Information
and Factors That May Affect Future Results" sections of its Annual
Report on Form 10-K, Quarterly Report on Form 10-Q and other
documents filed from time to time with the U.S. Securities and
Exchange Commission (the "SEC"), all of which are available at
www.sec.gov. These filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Biohaven assumes no obligation to,
and does not intend to, update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise, unless required by law. Biohaven does not give any
assurance that it will achieve its expectations.
Nurtec and Nurtec ODT are registered trademarks of Biohaven
Pharmaceutical Ireland DAC. Vydura is a trademark of
Biohaven Pharmaceutical Ireland DAC.
Neuroinnovation is a trademark of Biohaven Pharmaceutical Holding
Company Ltd.
Additional Information and Where to Find it
In connection with its proposed transaction with Pfizer Inc.,
Biohaven filed a preliminary proxy statement on August 24, 2022 and a definitive proxy statement
on August 30, 2022 with the SEC. The
definitive proxy statement was mailed to Biohaven's shareholders in
connection with the proposed transaction on or about August 30, 2022. This communication is not a
substitute for the proxy statement or any other document that may
be filed by Biohaven with the SEC. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS
TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Any vote in respect of
resolutions to be proposed at Biohaven's shareholder meeting to
approve the proposed transaction or other responses in relation to
the proposed transaction should be made only on the basis of the
information contained in Biohaven's proxy statement. Investors and
security holders may obtain free copies of these documents (when
they are available) and other related documents filed with the SEC
at the SEC's web site at www.sec.gov or on Biohaven's website at
https://www.biohavenpharma.com/investors.
No Offer or Solicitation
This communication is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.
Participants in the Solicitation
Biohaven and certain of its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction. Information
about Biohaven's directors and executive officers is set forth in
its proxy statement for its 2022 annual meeting of shareholders,
which was filed with the SEC on March 11,
2022. Other information regarding participants in the proxy
solicitations in connection with the proposed transaction, and a
description of any interests that they have in the proposed
transaction, by security holdings or otherwise, in the proposed
transaction will be included in the proxy statement described
above. These documents are available free of charge at the SEC's
web site at www.sec.gov and by going to Biohaven's website at
https://www.biohavenpharma.com/investors.
Contacts
Biohaven Investor Contact:
Jen Porcelli, VP, Investor
Relations
jennifer.porcelli@biohavenpharma.com
+1 (201) 248-0741
Biohaven Media Contact:
Mike Beyer, Sam Brown Inc.
mikebeyer@sambrown.com
+1 (312) 961-2502
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SOURCE Biohaven Pharmaceutical Holding Company Ltd.