Item 2.01
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Completion
of Acquisition or Disposition of Assets.
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As
previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
by Adamas Pharmaceuticals, Inc., a Delaware corporation (“Adamas”), on October 12, 2021, Adamas entered into
an Agreement and Plan of Merger, dated as of October 10, 2021 (the “Merger Agreement”), with Supernus Pharmaceuticals,
Inc., a Delaware corporation (“Supernus”), and Supernus Reef, Inc., a Delaware corporation and a wholly owned subsidiary
of Supernus (“Purchaser”). Pursuant to the Merger Agreement, on October 25, 2021, Purchaser commenced a tender
offer to purchase all of the outstanding shares of common stock of Adamas, par value $0.001 per share (the “Shares”)
at an offer price of (i) $8.10 per Share, in cash, minus any applicable withholding taxes and without interest (the “Cash
Amount”), plus (ii) two non-transferable and non-tradable contingent value rights per Share (each, a “CVR”),
each of which represents the right to receive $0.50 in cash, minus any applicable withholding taxes and without interest, which
amount will become payable, if at all, if specified milestones are achieved prior to December 31, 2024 and December 31, 2025,
as applicable (the Cash Amount plus CVRs issuable per Share, the “Offer Price”),
collectively upon the terms and subject to the conditions set forth in the offer to purchase, dated October 25, 2021, and in the
related letter of transmittal (such offer to purchase, letter of transmittal and related materials filed by the Purchaser with the SEC,
together with any amendments, supplements or modifications thereto, the “Offer”).
The
Offer and related withdrawal rights expired at 12:00 midnight, Eastern Time, on November 24, 2021 (one minute following 11:59 p.m.,
Eastern Time, on November 23, 2021) (the “Offer Expiration Time”). American
Stock Transfer & Trust Company, LLC, the depositary for the Offer, has advised Purchaser that a total of 35,478,225 Shares
(together with any Shares then owned by Purchaser and its “affiliates” (as such term is defined in Section 251(h)(6)(a) of
the General Corporation Law of the State of Delaware (the “DGCL”))) had been
validly tendered (and not properly withdrawn) pursuant to the Offer prior to the Offer Expiration Time, representing approximately 77.3%
of the outstanding Shares as of the Offer Expiration Time. Accordingly, the Minimum Condition (as defined in the Merger Agreement) has
been satisfied.
As
a result of the satisfaction of the Minimum Condition and each of the other conditions to the Offer, on November 24, 2021, Purchaser
accepted for payment all Shares that were validly tendered (and not properly withdrawn) pursuant to the Offer, and will as promptly as
practicable pay for all such validly tendered Shares.
Following
the consummation of the Offer, the remaining conditions to the Merger (as defined below) set forth in the Merger Agreement were satisfied,
and on November 24, 2021, Purchaser was merged with and into Adamas without a vote of the stockholders of Adamas (the “Merger”)
in accordance with Section 251(h) of the DGCL, with Adamas surviving the Merger as a wholly owned subsidiary of Supernus.
At
the effective time of the Merger (the “Effective Time”), each then-issued and outstanding Share not previously purchased
in the Offer (other than (a) Shares that at the Effective Time were held by Adamas (including any Shares held in treasury) or any
of its subsidiaries or by Supernus or any of its subsidiaries and (b) Shares outstanding immediately prior to the Effective Time
that were held by stockholders of Adamas who were entitled to appraisal rights under the DGCL and who had properly exercised and perfected,
and not withdrawn or otherwise lost, such appraisal rights) was converted into the right to receive the Offer Price.
Pursuant
to the Merger Agreement, at the Effective Time, each option to purchase Shares (each, an “Adamas Option”) that was
outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) that had a per Share exercise price
that was less than the Cash Amount was cancelled and converted into the right to receive (I) an amount in cash equal to the product
of (A) the total number of Shares subject to such fully vested Adamas Option immediately prior to the Effective Time, multiplied
by (B) the excess, if any, of (x) the Cash Amount minus (y) the exercise price payable per Share underlying
such Adamas Option immediately prior to the Effective Time plus (B) two CVRs per Share underlying such Adamas Option immediately
prior to the Effective Time. Each Adamas Option (whether vested or unvested) that had a per Share exercise price that was equal to or
greater than the Cash Amount at the Effective Time was cancelled without any consideration payable therefor.
In
addition, at the Effective Time, each Adamas restricted stock unit, including each performance stock unit (each, an “Adamas
RSU”), that was outstanding and unexercised immediately prior to the Effective Time was cancelled and converted into the right
to receive (I) an amount in cash equal to the product of (i) the total number of Shares subject to such fully vested Adamas
RSU immediately prior to the Effective Time, multiplied by (ii) the Cash Amount and (II) two CVRs for each Share subject
to such Adamas RSU immediately prior to the Effective Time.
The
aggregate consideration to be paid by Purchaser to complete the Offer and the Merger is approximately $401 million
(exclusive of amounts that may be payable pursuant to the CVRs), without giving effect to related transaction fees and
expenses.
The
foregoing description of the Merger Agreement, the Offer and the Merger does not purport to be complete and is qualified in its entirety
by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Adamas with the SEC on October 12, 2021, and is incorporated by reference into this Item 2.01.
The
information set forth in Items 3.01, 5.01 and 5.03 is incorporated by reference into this Item 2.01.