ARDSLEY, N.Y.--(BUSINESS WIRE)--
Acorda Therapeutics, Inc. (Nasdaq: ACOR) today announced that its Board
of Directors has adopted a Shareholder Rights Plan, effective September
1, 2017, and declared a dividend distribution of one preferred share
purchase right on each outstanding share of the Company’s Common Stock.
The Rights Plan will expire on August 31, 2018.
The Acorda Board and management team are committed to taking actions
that are in the best interest of all of our shareholders. The Board is
undertaking this action in accordance with its fiduciary duties to act
in the best interests of shareholders, as well as its responsibilities
to all of its stakeholders, including the many patients with
debilitating neurological disorders who are served by the Company’s
innovations, commitment and expertise.
The Rights Plan is intended to promote the fair and equal treatment of
all Acorda shareholders and ensure that no person or group can gain
control of Acorda through open market accumulation or other tactics
potentially disadvantaging the interest of all shareholders. The Rights
Plan will also position the Acorda Board of Directors to fulfill its
fiduciary duties on behalf of all shareholders by ensuring that the
Board has sufficient time to make informed judgments about any attempts
to take over the Company. The Rights Plan applies equally to all current
and future shareholders and is not intended to deter offers that are
fair and otherwise in the best interest of the Company’s shareholders.
The Rights Plan, which was adopted by the Board following evaluation and
consultation with the Company’s advisors, is similar to plans adopted by
numerous publicly traded companies. The Board adopted the Rights Plan in
response to the recent accumulations of significant portions of Acorda's
outstanding Common Stock.
Under the Rights Plan, the Rights will become exercisable if a person or
group becomes the beneficial owner of 15% or more of the Company’s
outstanding Common Stock. In the event that the Rights become
exercisable due to the triggering ownership threshold being crossed,
each Right will entitle its holder to purchase, at the Right’s exercise
price, a number of shares of Common Stock or equivalent securities
having a market value at that time of twice the Right’s exercise price.
Rights held by the triggering entity will become void and will not be
exercisable to purchase shares at the reduced purchase price. The Board
of Directors will, in general, be entitled to redeem the Rights at
$0.001 per Right at any time before the triggering ownership threshold
is crossed.
The Rights Plan may be amended, redeemed or terminated by the Acorda
Board of Directors at any time prior to being triggered or its
expiration. The Rights Plan exempts any person or group currently owning
15% or more of the Company's outstanding Common Stock. However, the
Rights will be exercisable if a person or group that already owns 15% or
more of the Company's Outstanding Common Stock acquires any additional
shares after the time of announcement of the Rights Plan.
Additional details regarding the Rights Plan are in a Form 8-K to be
filed by the Company with the U.S. Securities and Exchange Commission.
About Acorda Therapeutics
Founded in 1995, Acorda
Therapeutics is a biopharmaceutical company focused on developing
therapies that restore function and improve the lives of people with
neurological disorders. Acorda has a pipeline of novel neurological
therapies addressing a range of disorders, including Parkinson’s disease
and multiple sclerosis. Acorda markets three FDA-approved therapies,
including AMPYRA® (dalfampridine) Extended Release Tablets,
10 mg.
Forward-Looking Statement
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 realize
the benefits anticipated from the Biotie and Civitas transactions, among
other reasons because acquired development programs are generally
subject to all the risks inherent in the drug development process and
our knowledge of the risks specifically relevant to acquired programs
generally improves over time; the ability to successfully integrate
Biotie’s operations into our operations; we may need to raise additional
funds to finance our operations and may not be able to do so on
acceptable terms; our ability to successfully market and sell Ampyra
(dalfampridine) Extended Release Tablets, 10 mg in the U.S., which will
likely be materially adversely affected by the recently announced court
decision in our litigation against filers of Abbreviated New Drug
Applications to market generic versions of Ampyra in the U.S.; the risk
of unfavorable results from future studies of Inbrija (CVT-301, levodopa
inhalation powder), tozadenant or from our other research and
development programs, or any other acquired or in-licensed programs; we
may not be able to complete development of, obtain regulatory approval
for, or successfully market Inbrija, tozadenant, or any other products
under development; third party payers (including governmental agencies)
may not reimburse for the use of Ampyra, Inbrija or our other products
at acceptable rates or at all and may impose restrictive prior
authorization requirements that limit or block prescriptions; the
occurrence of adverse safety events with our products; failure to
maintain regulatory approval of or to successfully market Fampyra
outside of the U.S. and our dependence on our collaborator 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.
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 press 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 press release.
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Source: Acorda Therapeutics, Inc.