As announced on 10 March 2016, Acorda Therapeutics, Inc.
(Nasdaq: ACOR) ("Acorda" or the "Offeror") has on 11
March 2016 commenced 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 Therapies Corp. (Nasdaq Helsinki: BTH1V; Nasdaq: BITI)
("Biotie" or the "Company") that are not owned by
Biotie or any of its subsidiaries.
Biotie Therapies Corp. published its unaudited financial
statement release for the year 2015 on 18 March 2016 ("2015
Financial Statement Release"). As set forth in Supplement No. 1
to the Tender Offer Document (“Supplement No. 1”), attached
as Annex 1 of this release, Acorda supplements the Tender Offer
Document with the 2015 Financial Statement Release, which is
attached as Annex 2 of this release and included as Annex H of the
Tender Offer Document.
In addition, in connection with the review by the U.S.
Securities and Exchange Commission ("SEC") of the Schedule
TO filed in connection with the Tender Offer in the United States
(including the Tender Offer Document filed as an exhibit thereto),
the Tender Offer Document is amended as set out in Supplement No.
1.
The Tender Offer Document, together with Supplement No. 1, is
available in Finnish at the branch offices of the cooperative bank
belonging to the OP Financial Group or Helsinki OP Bank Ltd. and at
Nasdaq Helsinki, Fabianinkatu 14, FI-00130 Helsinki, Finland, 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.
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 biopharmaceutical 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
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 have been filed by Biotie with the
SEC, because contain important information. These documents are
available at no charge on the SEC's website at www.sec.gov. In
addition, a copy of the Tender Offer Document and related documents
may be obtained 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, as supplemented,
approved by the Finnish Financial Supervisory Authority and related
materials.
ANNEX 1: SUPPLEMENT NO. 1 TO THE TENDER OFFER
DOCUMENT
SUPPLEMENT NO. 1 TO THE TENDER OFFER DOCUMENT ISSUED ON 11
MARCH 2016 BY ACORDA THERAPEUTICS, INC. RELATING TO THE VOLUNTARY
PUBLIC TENDER OFFER FOR ALL OF THE ISSUED AND OUTSTANDING SHARES,
AMERICAN DEPOSITARY SHARES, STOCK OPTIONS, SHARE UNITS AND WARRANTS
IN BIOTIE THERAPIES OYJ
18 March 2016
Acorda Therapeutics, Inc. ("Acorda") supplements the
tender offer document published on 11 March 2016 ("Tender Offer
Document") in accordance with the Chapter 11, Section 11,
Subsection 4 of the Finnish Securities Markets Act (746/2012,
Arvopaperimarkkinalaki) as follows.
Biotie Therapies Corp. ("Biotie") published its financial
statement release for the year 2015 on 18 March 2016 ("2015
Financial Statement Release"). Acorda supplements Section 5.10
of the Tender Offer Document with the 2015 Financial Statement
Release added as Annex H of the Tender Offer Document. Section 5.11
of the Tender Offer Document is also amended due to the 2015
Financial Statement Release as follows (amendments bold underlined):
The future prospects
of the Company have been described in the financial statement
release for the year 2015 (Annex H). Other stock exchange releases
recently published by the Company that may have a material effect
on the value of the Equity Interests have been attached to this
Tender Offer Document as Annex D.
In addition, in connection with the review by the United States
Securities and Exchange Commission (the “SEC”) of Schedule
TO filed in connection with the Tender Offer in the United States
(including the Tender Offer Document filed as an exhibit thereto),
the Tender Offer Document is hereby amended as follows in response
to the comments received from the SEC:
Summary Term Sheet
The response on page 17 of the Tender Offer Document to “If the
Tender Offer is consummated, will the Company continue as a public
company?” is hereby amended and restated as follows (amendments
bold underlined):
If following the purchase of Equity Interests
in the Tender Offer we do not own all of the Equity Interests, we
expect to acquire all Equity Interests through the Subsequent
Compulsory Redemption or otherwise. Once we acquire all Equity
Interests, the Company will no longer be publicly-owned.
Following completion of the Tender Offer
but prior to the completion of the Subsequent Compulsory
Redemption, there may be so few remaining shareholders
and publicly-held ADSs that the ADSs will no longer be eligible to
be traded on NASDAQ Global Select Market (“Nasdaq US”), there may not be a public trading
market for ADSs of the Company, and the Company may no longer be
required to make filings with the U.S. Securities and Exchange
Commission (the “SEC”) or otherwise
comply with the rules of the SEC relating to publicly-held
companies. Once we own all of the Equity Interests, we plan to
delist the Shares from NASDAQ Helsinki Ltd. (“Nasdaq Helsinki”). See Section 4.15—“Certain
Effects of the Tender Offer.
Section 4.2—“Conditions to Completion of the Tender Offer”
The lead-in language of the first sentence of Section 4.2 of the
Tender Offer Document, up to the colon (:), on page 44, is hereby
amended and restated as follows (amendments bold underlined):
The obligation of the Offeror to accept for
payment the Equity Interests validly tendered and not withdrawn
during the Offer Period will be subject to the fulfilment or, to
the extent permitted by applicable law, waiver by the Offeror of
the following conditions, determined as of
the expiration of the Offer Period, on or prior to the
date of the Offeror’s announcement of the preliminary result with
respect to the Offer Period (“Conditions to
Completion”):
The second paragraph of Section 4.2 of the Tender Offer
Document, on page 44, is hereby amended and restated as follows
(amendments bold
underlined):
Fulfillment of the Conditions to Completion,
including fulfillment of the Minimum Condition, will be determined
as of the expiration of the Offer
Period on the next Finnish banking day after the
Expiration Date, based on the preliminary results with respect to
the Offer Period then available. Such results may be subject to
change based on a finalization count, which will be available on
the third (3rd) Finnish banking day after the Expiration Date.
However, no such change will impact fulfillment of the Conditions
to Completion.
The Tender Offer Document with the aforementioned supplements
and amendments is available from 18 March 2016.
The Finnish Financial Supervisory Authority (the "FSA")
has approved the Finnish language version of this supplement but is
not responsible for the accuracy of the information presented
therein. The decision number of such approval is FIVA
3/02.05.05/2016.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160318005414/en/
Acorda Therapeutics, Inc.Investor relations:Felicia Vonella, 914
326 5146fvonella@acorda.com
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