As announced on January 19, 2016, Acorda Therapeutics, Inc. (Nasdaq:ACOR)
(“Acorda”) and Biotie Therapies Corp. (Nasdaq Helsinki: BTH1V; Nasdaq: BITI)
(“Biotie”) have entered into a Combination Agreement pursuant to which
Acorda will make a voluntary public tender offer in Finland and in the
United States to acquire all of the issued and outstanding shares,
American Depositary Shares, stock options, share units and warrants in
Biotie that are not owned by Biotie or any of its subsidiaries (the
“Tender Offer”).
Acorda has filed the tender offer document with the Finnish Financial
Supervisory Authority ("FIN-FSA") for approval. Acorda will commence the
offer period under the Tender Offer as soon as practicable after the
receipt of both the FIN-FSA approval of the tender offer document and
certain regulatory relief from the US Securities and Exchange Commission
(“SEC”). Currently, the offer period is expected to commence by
mid-March 2016.
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 specialized drug development 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
The tender offer described in this release has not yet commenced, and
this release is neither an offer to purchase nor a solicitation of an
offer to sell securities. At the time the Tender Offer is commenced, we
will file with the SEC a tender offer statement on Schedule TO.
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 (collectively, the “Tender Offer Documents”) and the related
solicitation/recommendation statement on Schedule 14D-9 that will be
filed by Biotie with the SEC, because they will contain important
information. These documents will be available at no charge on the SEC’s
website at www.sec.gov
upon the commencement of the Tender Offer. In addition, a copy of the
Tender Offer Documents may be obtained upon commencement of the Tender
Offer 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 Tender Offer Documents, 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 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 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 once approved by the Finnish Financial Supervisory
Authority and related materials.
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