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/
Copyright Business Wire 2016