Du är här

2016-01-19

CORRECTION ANNOUNCEMENT: ACORDA ANNOUNCES A RECOMMENDED CASH TENDER OFFER FOR ALL SHARES, ADSs AND OTHER EQUITY INSTRUMENTS IN BIOTIE

BIOTIE STOCK EXCHANGE RELEASE 19 January 2016 at 11:15 a.m. (EET)

CORRECTION ANNOUNCEMENT: ACORDA ANNOUNCES A RECOMMENDED CASH TENDER OFFER FOR
ALL SHARES, ADSs AND OTHER EQUITY INSTRUMENTS IN BIOTIE

Correction to Biotie Therapies Corp.'s stock exchange release issued on 19
January 2016 at 9:45 a.m. This correction concerns only the English version
of the stock exchange release.

A typo in the subject line corrected, correct company name Acorda. No other
changes were made.

ACORDA ANNOUNCES A RECOMMENDED CASH TENDER OFFER FOR ALL SHARES, ADSs AND
OTHER EQUITY INSTRUMENTS IN BIOTIE

Acorda Therapeutics, Inc. ("Acorda
") and Biotie Therapies Corp. ("Biotie
" or the "Company
") have today entered into a combination agreement ("Combination Agreement
") whereby Acorda, either directly or through a wholly-owned subsidiary
(jointly the"Offeror"
), will make a public tender offer in Finland and in the United States to
purchase all of the issued and outstanding shares, American Depositary Shares
("ADSs
"), stock options, share units and warrants in Biotie that are not owned by
Biotie or any of its subsidiaries (the "Tender Offer
").

The price offered for each share validly tendered into the Tender Offer will
be EUR 0.2946 in cash, representing a premium of approximately 95 per cent
compared to the closing price of the Biotie shares on Nasdaq Helsinki Ltd.
("Nasdaq Helsinki
") on 18 January 2016, the last trading day on Nasdaq Helsinki preceding this
announcement. This represents a premium of approximately 84 per cent compared
to the 90 trading day volume-weighted average on Nasdaq Helsinki.

The price offered for each ADS will be EUR 23.5680 in cash, payable in the
equivalent amount of U.S. dollars determined as near to the payment date as
reasonably practicable based on the U.S. dollar spot rate against the euro
exchange rate on the nearest practicable day to the closing date of the
Tender Offer. As of January 18, 2016, this would be equivalent to USD 25.60
per ADS in cash, based on an exchange rate of 1.0864 USD to EUR 1.00,
representing a premium of approximately 94 per cent compared to the closing
price of the Biotie ADSs on the Nasdaq Stock Market LLC ("Nasdaq US
") on 15 January 2016, the last trading day on the Nasdaq US preceding this
announcement. Acorda will also offer to acquire all of the outstanding option
rights, share units and warrants issued by Biotie.

The Board of Directors of Biotie recommends that the holders of Biotie shares,
ADSs, option rights, share units and warrants accept the Tender Offer. The
Board's decision has been unanimous. The Board of Directors of Biotie will
issue its complete statement regarding the Tender Offer in accordance with
the Finnish Securities Market Act before the commencement of the Tender
Offer. In connection with the Tender Offer, the Board of Directors of Biotie
has received an opinion from Biotie's financial advisor.

Certain factors considered by the Board of Directors of Biotie when giving its
recommendation include (i) the costs required to gain approval and to
subsequently launch the products, which could require an additional dilutive
financing (ii) the various strategic alternatives available to the Company,
taking into account discussions with other possible counterparties; (iii) the
risks of a successful launch of the products for the Company to be able to
realize the full economic value of the products and (iv) the fact that the
offer is a cash offer and not subject to a financing condition.

Certain Biotie shareholders and ADS holders representing in total
approximately 59 per cent (on the fully diluted basis) of the outstanding
shares and votes in Biotie have subject to certain customary conditions
irrevocably undertaken to accept the Tender Offer. This includes all holders
of Biotie warrants and members of the management team of Biotie who have
subject to certain customary conditions irrevocably undertaken to tender
their equity instruments into the Tender Offer.

Board Member Mr. Don M Bailey, ViVo Capital, whose venture partner is Board
Member Mr. Mahendra G. Shah, and Versant Euro Ventures, whose managing
director is Board Member Mr. Guido Magni, representing in total approximately
27 per cent (on the fully diluted basis) of the outstanding shares and votes
in Biotie (which is included in the 59 per cent figure mentioned in the
paragraph above), have subject to certain customary conditions irrevocably
undertaken to accept the Tender Offer. Mr. Bailey, ViVo Capital and Versant
Euro Ventures have made the commitment in question after Biotie's Board of
Directors approved the entry into the Combination Agreement. Board Members
Mr. Bailey, Mr. Shah and Mr. Magni shall not participate in the giving of the
Board of Directors' statement regarding the Tender Offer.

Dr. Ron Cohen, Acorda's President and CEO stated that "Our acquisition of
Biotie positions Acorda as a leader in Parkinson's disease therapeutic
development, with three clinical-stage compounds that have the potential to
improve the lives of people with Parkinson's. Tozadenant, Biotie's most
advanced clinical program, is a promising therapy being developed to reduce
daily OFF time. Adenosine A2a receptor antagonists may be the first new class
of drugs approved for the treatment of Parkinson's in the U.S. in over 20
years. Approximately 350,000 people with Parkinson's in the U.S. experience
OFF periods, and if approved, tozadenant could provide a much needed
treatment option."

Dr. Cohen added, "Tozadenant is a compelling opportunity with potential market
exclusivity to 2030. The Phase 2 data were highly statistically significant
and clinically meaningful. We are targeting an NDA filing by the end of
2018."

Mr. William M. Burns, Chairman of the Board of Biotie commented "We have
carefully assessed the terms and conditions of the Offer and believe that it
is an attractive offer to shareholders that recognizes the strategic value of
Biotie."

Mr. Burns continued, "With the shared mission to improve the lives of patients
with neurological diseases, this transaction will allow Acorda and Biotie to
bring together their expertise and resources in order to fully maximize the
potential of tozadenant, an A2a receptor antagonist in Phase 3 for
Parkinson's disease, and SYN120, a dual 5-HT6/5-HT2A receptor antagonist in
Phase 2 for cognitive and psychotic disorders, and to bring new medicines to
patients. We are excited about this offer for our shareholders, the Biotie
team and for patients."

BACKGROUND AND REASONS FOR THE TENDER OFFER

Acorda is a biotechnology company focused on developing therapies that improve
the lives of people with neurological disorders, with its common stock listed
on Nasdaq US.

Biotie is a specialized drug development company focused on products for
neurodegenerative and psychiatric disorders. Through the acquisition, Acorda
will obtain worldwide rights to tozadenant, an oral adenosine A2a receptor
antagonist currently in Phase 3 development in Parkinson's disease (PD). In
clinical trials, tozadenant reduced average daily OFF time as an adjunct to
treatment regimens including levodopa.
Further expanding its Parkinson's pipeline, Acorda will also obtain global
rights to SYN-120, an oral, 5-HT6/5-HT2A dual receptor antagonist in Phase 2
development for Parkinson's-related dementia, with support from the Michael
J. Fox Foundation.

The acquisition also includes two other assets: BTT1023, a fully human
monoclonal antibody in Phase 2 development for primary sclerosing cholangitis
(PSC), a chronic liver disease; and Selincro, a European Medicines Agency
(EMA)-approved therapy for reduction of alcohol consumption marketed by H.
Lundbeck A/S in multiple European countries and for which the Company
receives royalties.

THE TERMS AND CONDITIONS OF THE TENDER OFFER

The price offered for each share validly tendered into the Tender Offer will
be EUR 0.2946 per share in cash.

The price offered for each ADS will be EUR 23.5680 in cash, payable in the
equivalent amount of U.S. dollars determined as near to the payment date as
reasonably practicable based on the U.S. dollar spot rate against the euro
exchange rate on the nearest practicable day to the closing date of the
Tender Offer.

The price offered for each stock option or share unit issued by Biotie
pursuant to its option and equity incentive plans and convertible into Biotie
shares will be the greater of (i) EUR 0.2946 minus the applicable
subscription price and (ii) EUR 0.01 in cash. The price offered for each
warrant will be EUR 0.1664 in cash.

The specific prices for each of the stock options, share units and warrants
have been set out in Annex A of this release.

The completion of the Tender Offer will be subject to the following
conditions:

1 the valid tender of outstanding shares (including outstanding shares
represented by validly tendered ADSs and validly tendered warrants)
representing, together with any outstanding shares (including outstanding
shares represented by ADSs and warrants) otherwise acquired by the offeror,
more than ninety percent (90%) of the issued and outstanding shares and
voting rights of the Company, calculated on a Fully Diluted Basis and
otherwise in accordance with Chapter 18 Section 1 of the Finnish Limited
Liability Companies Act (21.7.2006/624); as used in this paragraph "Fully
Diluted Basis" means an equation in which the numerator represents the
aggregate number of Outstanding Shares (including Outstanding Shares
represented by ADSs) and Warrants that have been validly tendered or
otherwise acquired by the Offeror and the denominator represents the
aggregate number of all Outstanding Shares (including Outstanding Shares
represented by ADSs) and Warrants, as well as shares issuable upon the
vesting and exercise of those Outstanding Equity Instruments (other than
Warrants) that have not been validly tendered into the Tender Offer or
otherwise acquired by the Offeror;
2 the expiration or termination of any applicable waiting period under the
Hart-Scott-Rodino Act;
3 no material adverse effect (as defined in the Combination Agreement) having
occurred in Biotie after 19 January 2016;
4 the Offeror not, after 19 January 2016, having received information
previously undisclosed to it that describes a material adverse effect to
the Company that occurred prior to 19 January 2016;
5 no information made public by the Company or disclosed by the Company to
the Offeror being materially inaccurate, incomplete, or misleading, and the
Company not having failed to make public any information that should have
been made public by it under applicable laws, including without limitation
the rules of Nasdaq Helsinki and Nasdaq US, provided that, in each case,
the informat...

Författare WKR

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.