Acorda Therapeutics, Inc. (Nasdaq:ACOR) today announced that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (HSR), for its tender offer for Biotie
Therapies Corp. (Nasdaq Helsinki: BTH1V; Nasdaq: BITI) has
expired.
Acorda announced on January 19, 2016 that it entered into an
agreement to acquire Biotie for €0.2946 per share
and €23.5680 per ADS in cash. Pursuant to the terms of
the agreement, Acorda will offer to acquire all outstanding shares,
American Depositary Shares, and other equity securities of Biotie
through a public tender offer.
The expiration of the HSR waiting period satisfies one of the
conditions to the tender offer, which has not yet been commenced.
The closing of the tender offer will be subject to customary terms
and conditions, unless waived by Acorda, including the valid tender
to (or other acquisition by) Acorda of at least 90 percent of the
issued and outstanding shares and voting rights of Biotie on a
fully diluted basis as described in more detail in the agreement
between Acorda and Biotie.
Lazard, MTS Health Partners and J.P. Morgan Securities LLC are
serving as financial advisors, and Kirkland & Ellis LLP,
Roschier Attorneys Ltd., Covington & Burling LLP and Jones
Day LLP are serving as legal advisors to Acorda in connection with
the tender offer. Guggenheim Securities is serving as Biotie
Therapies’ financial advisor, and Davis Polk & Wardwell
LLP and Hannes Snellman Attorneys Ltd. are serving as Biotie’s
legal advisors.
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 multiple
sclerosis, Parkinson’s disease, post-stroke walking deficits,
epilepsy and migraine. 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 to be realized by the Biotie transaction and
the Civitas transaction; 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, or any other products under
development; the occurrence of adverse safety events with our
products; delays in obtaining or failure to obtain regulatory
approval of or to successfully market Fampyra outside of the U.S.
and our dependence on our collaboration partner 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. In addition, the compounds
being acquired from Biotie are subject to all the risks inherent in
the drug development process, and there can be no assurance that
these compounds will receive regulatory approval or be commercially
successful. These and other risks are described in greater detail
in our filings with the Securities and Exchange Commission. We may
not actually achieve the goals or plans described in our
forward-looking statements, and investors should not place undue
reliance on these statements. Forward-looking statements made in
this release are made only as of the date hereof, and we disclaim
any intent or obligation to update any forward-looking statements
as a result of developments occurring after the date of this
release.
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, or will cause a new wholly owned
subsidiary to 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 an
offer to purchase, letter of transmittal and related 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 offer
to purchase, letter of transmittal and other related tender offer
documents (once they become available) 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 offer to purchase, the related letter of
transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, 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, THIS RELEASE AND
RELATED MATERIALS AND ACCEPTANCE FORMS 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 information 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 a tender offer document approved by the Finnish
Financial Supervisory Authority and related materials.
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version on businesswire.com: http://www.businesswire.com/news/home/20160216006877/en/
Acorda TherapeuticsFelicia Vonella,
914-326-5146fvonella@acorda.com
BIOTIE THERAPIES CORP. (NASDAQ:BITI)
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