Neos Therapeutics, Inc. today confirmed that it has received an unsolicited proposal from PDL BioPharma, Inc. to acquire all of the outstanding shares of Neos for $10.25 per share in cash.
DALLAS and FORT WORTH, Texas, Oct. 26, 2017 /PRNewswire/ --NEOS Therapeutics (Nasdaq: NEOS), a pharmaceutical company focused on developing, manufacturing and commercializing innovative extended-release (XR) products using its proprietary modified-release drug delivery and orally disintegrating tablet (ODT) technologies, today confirmed that it has received an unsolicited proposal from PDL BioPharma, Inc. (NASDAQ: PDLI) to acquire all of the outstanding shares of Neos for $10.25 per share in cash.
Consistent with its fiduciary duties and in consultation with its independent legal and financial advisors, the Neos Board of Directors will carefully review and consider the PDL proposal to determine the course of action that it believes is in the best interest of the Company and Neos shareholders.
Neos noted that the proposal received today follows an unsolicited proposal from PDL on June 23, 2017 to acquire the Company for $10.25 per share in cash, which was unanimously rejected by the Neos Board of Directors as not in the best interest of Neos shareholders.
On July 31, 2017, PDL submitted another unsolicited acquisition proposal at the same price. At that time, and to facilitate engagement and sharing of information between the companies, Neos entered into a confidentiality agreement with PDL. Following these discussions, PDL again made a proposal to acquire Neos for $10.25 per share in cash despite affirming to Neos that it saw even greater value in the Company as a result of the information shared.
Consistent with its fiduciary duties and in consultation with its independent legal and financial advisors, the Neos Board of Directors carefully reviewed and considered the July PDL proposal. Following this review, the Neos Board unanimously determined that PDL’s proposal substantially undervalued Neos, did not reflect Neos’strategic value and future prospects for continued growth and value creation, and was not in the best interests of the Company or Neos shareholders.
In making the determination to reject the July $10.25 per share proposal, the Neos Board considered, among other things, that the Company is successfully executing its strategy and the Board believes management is well positioned to continue executing on this strategy to drive additional value creation in both the near and long-term.
The Neos Board will respond to the PDL proposal received today in due course. Neos shareholders do not need to take any action at this time.
Goodwin Procter LLP is serving as legal counsel to Neos, and Jefferies LLC is acting as financial advisor.
About Neos Therapeutics
Neos Therapeutics, Inc. (NASDAQ:NEOS) is a pharmaceutical company focused on developing, manufacturing and commercializing products utilizing its proprietary modified-release drug delivery technology platforms. Adzenys XR-ODT® (amphetamine) extended-release orally disintegrating tablets (see Full Prescribing Information, including Boxed WARNING), Cotempla XR-ODT™ (methylphenidate) extended-release orally disintegrating tablets (see Full Prescribing Information, including Boxed WARNING), and Adzenys-ER™ (amphetamine) extended-release oral suspension (see Full Prescribing Information, including Boxed WARNING), all for the treatment of ADHD, are the first three approved products using the Company’s extended-release technology platform. In addition, Neos manufactures and markets its generic version of the branded product Tussionex®1, an extended-release oral suspension of hydrocodone and chlorpheniramine for the relief of cough and upper respiratory symptoms of a cold (see Full Prescribing Information, including Boxed WARNING). Additional information about Neos is available at www.neostx.com.
1Tussionex® is a registered trademark of the UCB Group of Companies.
