ARDSLEY, N.Y.--(BUSINESS WIRE)--
Acorda Therapeutics, Inc. (Nasdaq:ACOR)
today announced that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (HSR), for its tender
offer for Biotie Therapies Corp. (Nasdaq Helsinki: BTH1V; Nasdaq: BITI)
has expired.
Acorda announced on January 19, 2016 that it entered into an agreement
to acquire Biotie for €0.2946 per share and €23.5680 per ADS in cash.
Pursuant to the terms of the agreement, Acorda will offer to acquire all
outstanding shares, American Depositary Shares, and other equity
securities of Biotie through a public tender offer.
The expiration of the HSR waiting period satisfies one of the conditions
to the tender offer, which has not yet been commenced. The closing of
the tender offer will be subject to customary terms and conditions,
unless waived by Acorda, including the valid tender to (or other
acquisition by) Acorda of at least 90 percent of the issued and
outstanding shares and voting rights of Biotie on a fully diluted basis
as described in more detail in the agreement between Acorda and Biotie.
Lazard, MTS Health Partners and J.P. Morgan Securities LLC are serving
as financial advisors, and Kirkland & Ellis LLP, Roschier Attorneys
Ltd., Covington & Burling LLP and Jones Day LLP are serving as legal
advisors to Acorda in connection with the tender offer. Guggenheim
Securities is serving as Biotie Therapies’ financial advisor, and Davis
Polk & Wardwell LLP and Hannes Snellman Attorneys Ltd. are serving as
Biotie’s legal advisors.
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 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.
For more information, please visit www.acorda.com.
About Biotie Therapies
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 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.
Forward-Looking Statements
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 securities 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 release 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/20160216006877/en/
Source: Acorda Therapeutics, Inc.