ARDSLEY, N.Y.--(BUSINESS WIRE)--
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/
Source: Acorda Therapeutics, Inc.