FINAL RESULTS OF ACORDA THERAPEUTICS’ VOLUNTARY TENDER OFFER FOR ALL OF THE ISSUED AND OUTSTANDING SHARES, AMERICAN DEPOSITARY SHARES, STOCK OPTIONS, SHARE UNITS AND WARRANTS IN BIOTIE THERAPIES CORP. AND COMMENCEMENT OF A SUBSEQUENT OFFER PERIOD
As previously announced, on 11 March 2016, Acorda Therapeutics, Inc. (Nasdaq: ACOR) (“Acorda” or the “Offeror”) commenced a voluntary public 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”) (such securities, collectively, the “Equity Interests”) in Biotie Therapies Corp (Nasdaq Helsinki: BTH1V; Nasdaq: BITI) (“Biotie” or the “Company”) that are not owned by Biotie or any of its subsidiaries (the “Tender Offer”). The Tender Offer expired on 8 April 2016.
Biotie has today been informed by Acorda that Acorda announced the final results of the Tender Offer. 656,484,443 Shares, 3,120,541 ADSs, 435,000 2011 Option Rights, 4,280,125 2014 Option Rights, 12,401,120 2016 Option Rights, 1,949,116 Swiss Option Rights, 25,000 2011 Share Rights, 3,972,188 2014 Share Rights and 220,400,001 Warrants were tendered in the Tender Offer by the expiration date, representing approximately 93.77 percent of all the shares and votes in Biotie on a fully-diluted basis as defined in the terms and conditions of the Tender Offer.
The Shares and ADSs tendered in the Tender Offer represent approximately 92.38 percent of all the shares and votes in Biotie (excluding treasury shares held by Biotie) and by exercising the other tendered Equity Interests for the subscription of Biotie shares, the Offeror could increase its holding to approximately 93.91 percent of all the shares and votes in Biotie (excluding treasury shares held by Biotie).
As announced on 11 April 2016, all the conditions to completion of the Tender Offer have been satisfied and the Offeror will complete the Tender Offer in accordance with its terms and conditions. The offer consideration will be paid to the holders of Equity Interests who validly accepted the Tender Offer by 8 April 2016 in accordance with the terms and conditions of the Tender Offer on or about 18 April 2016.
In order to allow holders of Equity Interests who had not tendered their Equity Interests by 8 April 2016 to accept the Tender Offer, the Offeror has today decided to commence a subsequent offer period in accordance with the terms and conditions of the Tender Offer (the “Subsequent Offer Period”). The Subsequent Offer Period will commence at 9:30 a.m. (EET) / 2:30 a.m. (New York Time) on 14 April 2016 and expire at 4:00 p.m. (EET) / 9:00 a.m. (New York Time) on 28 April 2016.
During the Subsequent Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedures described in the terms and conditions of the Tender Offer. The acceptance of the Tender Offer during the Subsequent Offer Period is binding and cannot be withdrawn. Further information and instructions can be obtained from any branch office of the cooperative banks belonging to the OP Financial Group or Helsinki OP Bank Ltd.
Payment for and acceptance of Equity Interests validly tendered during the Subsequent Offer Period will take place on a periodic basis in intervals of one (1) week. The first acceptance date will be 21 April 2016 and the offer consideration for Equity Interests validly tendered during the Subsequent Offer period on or before the first acceptance date will be made on or about 27 April 2016. The second acceptance date will be 28 April 2016 and the offer consideration for Equity Interests validly tendered during the Subsequent Offer period on or before the second acceptance date will be made on or about 4 May 2016.
The Offeror will announce the final percentage of the Equity Interests validly tendered during the Subsequent Offer Period on or about 2 May 2016.
