NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY
OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY
APPLICABLE LAW.
On 11 March 2016, Acorda Therapeutics, Inc. (Nasdaq: ACOR) ("Acorda"
or the "Offeror") commenced a voluntary public 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") (such securities, collectively, the "Equity
Interests") in Biotie Therapies Corp (Nasdaq Helsinki: BTH1V;
Nasdaq: BITI) ("Biotie" or the "Company")
that are not owned by Biotie or any of its subsidiaries (the "Tender
Offer"). The Tender Offer expired on 8 April 2016.
Today, Acorda announced the final results of the Tender Offer.
656,484,443 Shares, 3,120,541 ADSs, 435,000 2011 Option Rights,
4,280,125 2014 Option Rights, 12,401,120 2016 Option Rights, 1,949,116
Swiss Option Rights, 25,000 2011 Share Rights, 3,972,188 2014 Share
Rights and 220,400,001 Warrants were tendered in the Tender Offer by the
expiration date, representing approximately 93.77 percent of all the
shares and votes in Biotie on a fully-diluted basis as defined in the
terms and conditions of the Tender Offer.
The Shares and ADSs tendered in the Tender Offer represent approximately
92.38 percent of all the shares and votes in Biotie (excluding treasury
shares held by Biotie) and by exercising the other tendered Equity
Interests for the subscription of Biotie shares, the Offeror could
increase its holding to approximately 93.91 percent of all the shares
and votes in Biotie (excluding treasury shares held by Biotie).
As announced on 11 April 2016, all the conditions to completion of the
Tender Offer have been satisfied and the Offeror will complete the
Tender Offer in accordance with its terms and conditions. The offer
consideration will be paid to the holders of Equity Interests who
validly accepted the Tender Offer by 8 April 2016 in accordance with the
terms and conditions of the Tender Offer on or about 18 April 2016.
In order to allow holders of Equity Interests who had not tendered their
Equity Interests by 8 April 2016 to accept the Tender Offer, the Offeror
has today decided to commence a subsequent offer period in accordance
with the terms and conditions of the Tender Offer (the “Subsequent
Offer Period”). The Subsequent Offer Period will commence at 9:30
a.m. (EET) / 2:30 a.m. (New York Time) on 14 April 2016 and expire at
4:00 p.m. (EET) / 9:00 a.m. (New York Time) on 28 April 2016.
During the Subsequent Offer Period, the Tender Offer can be accepted in
accordance with the acceptance procedures described in the terms and
conditions of the Tender Offer. The acceptance of the Tender Offer
during the Subsequent Offer Period is binding and cannot be withdrawn.
Further information and instructions can be obtained from any branch
office of the cooperative banks belonging to the OP Financial Group or
Helsinki OP Bank Ltd.
Payment for and acceptance of Equity Interests validly tendered during
the Subsequent Offer Period will take place on a periodic basis in
intervals of one (1) week. The first acceptance date will be 21 April
2016 and the offer consideration for Equity Interests validly tendered
during the Subsequent Offer period on or before the first acceptance
date will be made on or about 27 April 2016. The second acceptance date
will be 28 April 2016 and the offer consideration for Equity Interests
validly tendered during the Subsequent Offer period on or before the
second acceptance date will be made on or about 4 May 2016.
The Offeror will announce the final percentage of the Equity Interests
validly tendered during the Subsequent Offer Period on or about 2 May
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 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 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.
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