ARDSLEY, N.Y.--(BUSINESS WIRE)--As announced on 19 January 2016, Acorda Therapeutics, Inc. (Nasdaq: ACOR) (“Acorda” or the “Offeror”) and Biotie Therapies Corp. (Nasdaq Helsinki: BTH1V;Nasdaq: BITI) (“Biotie” or the “Company”) have on 19 January 2016 entered into a Combination Agreement under which they agree to combine the operations of Acorda and Biotie. In order to effect the combination, Acorda will commence on 11 March 2016 a voluntary public tender offer (the “Tender Offer”) to purchase all of the issued and outstanding shares (“Shares”), American Depositary Shares (“ADSs”), stock options (“Option Rights”), share units (“Share Rights”) and warrants (“Warrants”) in Biotie that are not owned by Biotie or any of its subsidiaries (such Biotie securities, collectively, the “Equity Interests”).
“Certain Legal Matters; Regulatory Approvals; Description of SEC Relief”
The Finnish Financial Supervisory Authority has today approved the tender offer document relating to the Tender Offer (the “Tender Offer Document”). The acceptance period under the Tender Offer will commence on 11 March 2016 at 9:30 am (Finnish time) and expire on 8 April 2016 at 4 pm (Finnish time) (as such period may be extended, the “Offer Period”). The Offeror reserves the right to extend the Offer Period from time to time in accordance with the terms and conditions of the Tender Offer.
The offer price for each Share validly tendered in 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 the announcement of the Tender Offer, approximately 87 per cent compared to the 3 month volume-weighted average trading price on Nasdaq Helsinki prior to such announcement, and approximately 72 per cent compared to the 6 month volume-weighted average trading price on Nasdaq Helsinki prior to such announcement.
The offer price for each outstanding ADS validly tendered in the Tender Offer 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. Using the 5-day average of the USD to EUR exchange rate prior to the announcement of the Tender Offer, this would be equivalent to 25.60 USD per ADS in cash and represent a premium of approximately 94 percent compared to the closing price of the Biotie ADSs on the Nasdaq Global Select Market (“Nasdaq US”) on 15 January 2016, the last trading day on the Nasdaq US preceding the announcement of the Tender Offer.
The offer prices for outstanding Option Rights validly tendered in the Tender Offer will be:
| (i). | EUR 0.2846 in cash for each 2011 Option Right; | |
| (ii). | EUR 0.2846 in cash for each 2014 Option Right; | |
| (iii). | EUR 0.1326 in cash for each 2016 Option Right payable, at the option of the holder, in euros or 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; | |
| (iv). | EUR 0.2032 in cash for each Swiss Option Right with a per Share subscription price of CHF 0.10; | |
| (v). | EUR 0.1026 in cash for each Swiss Option Right with a per Share subscription price of CHF 0.21; | |
| (vi). | EUR 0.0386 in cash for each Swiss Option Right with a per Share subscription price of CHF 0.28; | |
| (vii). | EUR 0.0112 in cash for each Swiss Option Right with a per Share subscription price of CHF 0.31; and, | |
| (viii). | EUR 0.0100 in cash for each other Swiss Option Right. |
The offer prices for outstanding Share Rights validly tendered in the Tender Offer are (i) EUR 0.2946 in cash for each 2011 Share Right, and (ii) EUR 0.2854 in cash for each 2014 Share Right, payable, in each case, at the option of the holder, in euros or 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 applicable closing date.
The offer price for each outstanding Warrant validly tendered in the Tender Offer is EUR 0.1664 in cash.
Certain Biotie shareholders and ADS holders representing in total approximately 65 percent 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.
After careful consideration, the board of directors of the Company has determined that the Combination Agreement and the transactions contemplated thereby, including the Tender Offer, are advisable, fair to and in the best interests of the Company and the holders of the Equity Interests. Accordingly, the board of directors of the Company has recommended that the holders of Equity Interests accept the Tender Offer and tender their Equity Interests to the Offeror in the Tender Offer.
In connection with such evaluation, the Board of Directors of Biotie considered numerous factors, including the opinion of Guggenheim Securities, LLC, dated January 19, 2016, to the Board of Directors of Biotie as to the fairness, from a financial point of view and as of such date, of the EUR 0.2946 per Share cash consideration to be received in the Tender Offer by the holders of Shares and ADSs (other than Acorda and its affiliates), which opinion was based on the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken as more fully described therein.
Upon commencement of the Tender Offer, the Tender Offer Document will be available in Finnish at the branch offices of the cooperative bank belonging to the OP Financial Group or Helsinki OP Bank Plc and at Nasdaq Helsinki, Fabianinkatu 14, FI-00130 Helsinki, Finland. The Tender Offer Document will also be available in Finnish and English at the offices of the Offeror at Office of the Corporate Secretary, 420 Saw Mill River Road, Ardsley, NY, 10502 and on the internet at www.op.fi/merkinta, http://ir.acorda.com/investors/Biotie-Therapies-Tender-Offer/default.aspx and www.biotie.com/sijoittajat.
After commencement of the Tender Offer, most Finnish book-entry account operators will send a notification of the Tender Offer, including instructions and the acceptance form for Shares, to their customers who are registered as shareholders in the shareholders’ register of the Company maintained by Euroclear Finland Ltd. (“Euroclear”). Shareholders who do not receive such notification from their account operator or asset manager can contact any branch office of the cooperative banks belonging to the OP Financial Group or Helsinki OP Bank Plc where such shareholders will receive necessary information.
After commencement of the Tender Offer, a shareholder in the Company who is registered as a shareholder in the shareholders’ register of the Company and who wishes to accept the Tender Offer shall submit a properly completed and duly executed acceptance form to the account operator managing the shareholder’s book-entry account in accordance with its instructions and within the time limit set by the account operator, which may be prior to the expiry of the Offer Period, or, if such account operator does not accept acceptance forms (e.g. Euroclear), such shareholder shall contact any branch office of the cooperative banks belonging to the OP Financial Group or Helsinki OP Bank Plc to receive necessary information. The acceptance form will be available upon commencement of the Tender Offer and must be submitted so that it is received on or before the expiry of the Offer Period, subject to and in accordance with the instructions of the relevant account operator.
Holders of ADSs may tender their ADSs during the Offer Period by taking, or causing to be taken, the necessary actions described in the Tender Offer Document on or before the expiry of the Offer Period.
The acceptance procedure for Option Rights, Share Rights and Warrants depends on whether such Equity Interests are in book-entry form or certificated. All 2011 Option Rights, the 2014 Option Rights in the 2014A tranche and all Warrants (“Uncertificated Equity Instruments”) are registered in the Finnish book-entry securities system. The 2014 Option Rights in the 2014B, 2014C, 2014D and 2014M tranches, all 2016 Option Rights, all Swiss Option Rights, all 2011 Share Rights and all 2014 Share Rights (“Certificated Equity Instruments”) are certificated and have not been registered in the Finnish book-entry securities system.
After commencement of the Tender Offer, most of the Finnish book-entry account operators will send a notification of the Tender Offer, including instructions and an acceptance form for Uncertificated Equity Instruments to their customers who are holders of Uncertificated Equity Instruments. A holder of Uncertificated Equity Instruments who wishes to accept the Tender Offer shall submit a properly completed and duly executed acceptance form for Uncertificated Equity Instruments to the account operator managing the holder’s book-entry account in accordance with its instructions and within the time limit set by the account operator, which may be prior to the expiry of the Offer Period, or, if such account operator does not accept acceptance forms (e.g. Euroclear), such holder of Uncertificated Equity Instruments shall contact any branch office of the cooperative banks belonging to the OP Financial Group or Helsinki OP Bank Plc to receive necessary information. The acceptance form will be available upon commencement of the Tender Offer and must be submitted so that it is received before expiry of the Offer Period, subject to and in accordance with the instructions of the relevant account operator.
A holder of Certificated Equity Instruments may only accept the Tender Offer in respect of Certificated Equity Instruments registered in his or her name in the Company’s register for such Certificated Equity Instruments on the date of acceptance of the Tender Offer. A holder of Certificated Equity Instruments must have a cash account in a financial institution operating in Finland or abroad. After commencement of the Tender Offer, Pohjola Bank will send a notification of the Tender Offer, including instructions and an acceptance form for Certificated Equity Instruments, to all holders of Certificated Equity Instruments who are registered during the Offer Period in the registry of holders of Certificated Equity Instruments held by the Company.
Holders of Certificated Equity Instruments or Uncertificated Equity Instruments who do not receive such information from their account operator, asset manager or Pohjola Bank can contact the call service of OP Financial Group at (+358) (0) 100 0500 for assistance.
A shareholder or holder of Uncertificated Equity Instruments in the Company whose Shares or Uncertificated Equity Instruments are registered in the name of a nominee and who wishes to accept the Tender Offer shall effect such acceptance in accordance with the nominee’s instructions.
The completion of the Tender Offer is subject to the satisfaction of the conditions described under Section 4.2 of the Tender Offer Document. The Tender Offer is not subject to a financing condition. The Offeror reserves the right to waive any conditions to completion of the Tender Offer.
The Offeror will announce the preliminary result of the Tender Offer on the first (1st) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended Offer Period and will announce the final result on or about the third (3rd) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended Offer Period. The announcement of the preliminary result will confirm (i) the initial percentage of the Shares and Option Rights that have been validly tendered and not properly withdrawn and (ii) whether the Offeror will complete the Tender Offer and accept the Equity Interests tendered into the Tender Offer.
The detailed terms and conditions that will apply upon commencement of the Tender Offer have been enclosed in their entirety as an annex to this release (Annex 1).
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. Pohjola Capital Markets Financing department of Pohjola Bank plc acts as the arranger of the Tender Offer.
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 Parkinson’s disease, epilepsy, post-stroke walking deficits, migraine, and multiple sclerosis. 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 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 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, any other products under development, or the products that we would acquire if we complete the Biotie transaction; the occurrence of adverse safety events with our products; delays in obtaining or failure to obtain and 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.
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. On the date the Tender Offer is commenced, we will file with the Securities and Exchange Commission (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 the offer to purchase, letter of transmittal, acceptance forms and other 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 Tender Offer Document and related documents may be obtained upon commencement of the Tender Offer 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 Schedule TO, 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 TENDER 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 DOCUMENT, THE RELATED DOCUMENTS AND THIS RELEASE 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 informational purposes 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 the tender offer document once approved by the Finnish Financial Supervisory Authority and related materials.
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.
Annex 1:
1 TERMS AND CONDITIONS OF THE TENDER OFFER
1.1 Terms of the Tender Offer
Object of the Tender Offer. Through the Tender Offer, the Offeror offers to acquire all of the Equity Interests in the Company that are not held by the Company or any of its subsidiaries, on the terms and subject to the conditions set forth below.
According to the terms and conditions of the 2011 Option Rights, 2014 Option Rights and 2016 Option Rights as well as the 2011 Share Rights and 2014 Share Rights, such Option Rights and Share Rights are not freely transferable. The Board of Directors of the Company may, however, permit the transfer of the Option Rights and Share Rights before such date, and, under the Combination Agreement, the Board of Directors of the Company has undertaken to grant such permission to the holders of Option Rights and Share Rights to transfer their Option Rights and Share Rights to the Offeror by accepting the Tender Offer and tendering the Option Rights into the Tender Offer in accordance with the terms and conditions of the Tender Offer. The Board of Directors of the Company has granted the permission to transfer the Option Rights and Share Rights in connection with the Tender Offer.
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