WASHINGTON, June 19,
2024 /PRNewswire/ -- Vanda Pharmaceuticals Inc.
(Vanda) (Nasdaq: VNDA) today announced that the Company's Board of
Directors (the "Board"), following careful review and consultation
with its independent financial and legal advisors, has determined
that the unsolicited proposal from Cycle Group Holdings Ltd ("Cycle
Group") to acquire Vanda for $8.00 per share in cash and
the revised unsolicited proposal from Future Pak, LLC ("FP") to
acquire Vanda for $8.50-$9.00 per share in cash plus certain
Contingent Value Rights ("CVRs") both substantially undervalue
Vanda and are not in the best interests of the Company and its
shareholders. Accordingly, the Board has rejected the
proposals.
The Vanda Board again evaluated all aspects of Vanda's business
against the unsolicited proposals and determined that the proposals
are opportunistic attempts to purchase the Company's shares at a
discount to Vanda's intrinsic value. The Board's prior analysis of
the company's clinical development pipeline, expanding commercial
presence and significant cash balance remains unchanged. The Board
also reached the same conclusion as it reached previously regarding
the speculative nature of the CVRs given the uncertainty
surrounding the achievement of the commercial milestones under FP's
management.
The Board and management team remain confident that Vanda's
robust revenue, strong cash position and efficient operations
position the Company well for significant long-term growth and
value creation far in excess of the consideration offered by Cycle
Group and FP.
There is no action for shareholders to take at this time.
About Vanda Pharmaceuticals Inc.
Vanda is a leading global biopharmaceutical company focused on
the development and commercialization of innovative therapies to
address high unmet medical needs and improve the lives of patients.
For more on Vanda Pharmaceuticals Inc., please visit
www.vandapharma.com and follow us on X @vandapharma.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
Various statements in this press release, including, but not
limited to, statements regarding the Board's assessment of the
Cycle Group and FP proposals and the confidence that the Board and
management team have in the Company's long-term prospects for
growth and value creation, are "forward-looking statements" under
the securities laws. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements. Forward-looking statements are based upon current
expectations and assumptions that involve risks, changes in
circumstances and uncertainties. Therefore, no assurance can be
given that the results or developments anticipated by Vanda will be
realized or, even if substantially realized, that they will have
the expected consequences to, or effects on, Vanda. Forward-looking
statements in this press release should be evaluated together with
the various risks and uncertainties that affect Vanda's business
and market, particularly those identified in the "Cautionary Note
Regarding Forward-Looking Statements", "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" sections of Vanda's most recent Annual
Report on Form 10-K, as updated by Vanda's subsequent Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and other filings
with the U.S. Securities and Exchange Commission, which are
available at www.sec.gov.
All written and verbal forward-looking statements attributable
to Vanda or any person acting on its behalf are expressly qualified
in their entirety by the cautionary statements contained or
referred to herein. Vanda cautions investors not to rely too
heavily on the forward-looking statements Vanda makes or that are
made on its behalf. The information in this press release is
provided only as of the date of this press release, and Vanda
undertakes no obligation, and specifically declines any obligation,
to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
Corporate Contact:
Kevin Moran
Senior Vice President, Chief Financial Officer and Treasurer
Vanda Pharmaceuticals Inc.
202-734-3400
pr@vandapharma.com
Jim Golden / Jack Kelleher / Dan
Moore
Collected Strategies
VANDA-CS@collectedstrategies.com
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SOURCE Vanda Pharmaceuticals Inc.
