Date: 2016-06-13
Type of information: Company acquisition
Acquired company: Biotie Therapies (Finland)
Acquiring company: Acorda Therapeutics (USA - NY)
Amount: $363 million
Terms: * On June 13, 2016, Biotie Therapies announced that the voluntary delisting of its American Depositary Shares from the NASDAQ Global Select Market became effective prior to the opening of trading on 13 June, 2016, following the filing, on 2 June 2016, of an application on Form 25 with the U.S. Securities and Exchange Commission for notifying the SEC of the delisting of the Company’s ADSs from NASDAQ US, as announced on 18 May 2016. The delisting becoming effective means that the ADSs are no longer tradable on any regulated security exchange. Biotie shares will remain listed on Nasdaq Helsinki Ltd., although the Company intends to delist the Shares from Nasdaq Helsinki Ltd. as soon as permitted and practicable under applicable laws. * On May 2, 2016, Acorda Therapeutics announced that according to the final results of the Subsequent Offer Period, 38,419,864 Shares and 58,121 ADSs were tendered during the Subsequent Offer Period, representing, together with the other Equity Interests tendered in the Tender Offer during the initial offer period, approximately 97.36 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 during the Subsequent Offer Period represent approximately 4.39 percent of all the shares and votes in Biotie (excluding treasury shares held by Biotie). Together with the Shares and ADSs tendered during the initial offer period, these Shares and ADSs represent approximately 96.77 percent of all the shares and votes in Biotie (excluding treasury shares held by Biotie). By exercising the other Equity Interests tendered during the initial offer period for the subscription of Biotie shares, the Offeror could increase its holding to approximately 97.42 percent of all the shares and votes in Biotie (excluding treasury shares held by Biotie). The Offeror has accepted all the Shares and ADSs validly tendered during the Subsequent Offer Period. The offer consideration has been paid to those holders of Shares and ADSs who validly accepted the Tender Offer by the first acceptance date of 21 April 2016 under the Subsequent Offer Period, and will be paid on or about 4 May 2016 to those holders of Shares and ADSs who validly accepted the Tender Offer by the second acceptance date of 28 April 2016 under the Subsequent Offer Period. The Offeror’s intention is to acquire all the remaining Shares and ADSs in Biotie. As the Offeror’s ownership in Biotie has exceeded nine-tenths (9/10) of the Shares and voting rights in Biotie through the Tender Offer, the Offeror has filed an application with the Redemption Committee of the Finland Chamber of Commerce to initiate compulsory redemption proceedings for the remaining Biotie Shares under the Finnish Companies Act. The Offeror may purchase Shares and ADSs in Biotie also in public trading on Nasdaq Helsinki Ltd. and Nasdaq Stock Market LLC or otherwise at a price not exceeding the offer price of € 0.2946 per Share and € 23.5680 per ADS offered in the Tender Offer. The Offeror intends to cause the Shares of Biotie to be delisted from Nasdaq Helsinki Ltd. and the ADSs to be delisted from Nasdaq Stock Market LLC and deregistered under the United States Securities Exchange Act of 1934 as soon as permitted and practicable under applicable laws. * On April 18, 2016, Acorda announced the closing of its purchase of the Equity Interests tendered during the Offer Period. In accordance with the terms and conditions of the Tender Offer, the offer consideration was paid to the holders of Equity Interests who had validly accepted the Tender Offer by 8 April 2016, with Equity Interests denominated in U.S. dollars paid based on the European Central Bank EUR/USD spot rate of 1.1396 as of the close of business on 12 April 2016. In order to allow holders of Equity Interests who did not tender their Equity Interests by 8 April 2016 to accept the Tender Offer, as announced on 13 April 2016, the Offeror has commenced a subsequent offer period in accordance with the terms and conditions of the Tender Offer (the “Subsequent Offer Period”). The Subsequent Offer Period commenced at 9:30 a.m. (EET) / 2:30 a.m. (New York Time) on 14 April 2016 and will expire at 4:00 p.m. (EET) / 9:00 a.m. (New York Time) on 28 April 2016. Following the purchase of Equity Interests tendered during the Offer Period, the ADSs may no longer meet the quantitative requirements for continued listing on the Nasdaq Global Select Market and Biotie’s shares and ADSs may become eligible for deregistration under the Securities Exchange Act of 1934, as amended. Acorda intends to apply for such deregistration and to delist the ADSs from the Nasdaq Global Select Market as soon as practicable once the requirements for termination of registration and delisting are met. * On April 13, 2016, Biotie has been informed by Acorda that 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 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. * On 11 April 2016, Acorda Therapeutics announced that according to the preliminary results of the Tender Offer, as of the expiration of the Tender Offer on 8 April 2016 at 4:00 p.m. (EET)/ 9:00 am (New York Time), 656,398,583 Shares, 3,120,541 ADSs, 435,000 2011 Option Rights, 5,120,125 2014 Option Rights, 12,401,120 2016 Option Rights, 1,949,116 Swiss Option Rights, 25,000 2011 Share Rights, 3,132,188 2014 Share Rights and 220,400,001 Warrants have been tendered in the Tender Offer, 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 92.37 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 a result of more than 90% of the shares and votes in Biotie on a fully diluted basis having been tendered in the Tender Offer, all of the conditions to completion of the Tender Offer have been satisfied, and the Offeror has accepted the Equity Interests tendered. The Offeror will complete the Tender Offer in accordance with its terms and conditions. The final results of the Tender Offer will be announced on 13 April 2016 and the offer consideration will be paid to the holders of Equity Interests who have validly accepted the Tender Offer as of the expiration of the Tender Offer on 8 April 2016 in accordance with the terms and conditions of the Tender Offer on or about 18 April 2016. * As announced on 10 March 2016, Acorda Therapeutics has on 11 March 2016 commenced a voluntary public tender offer to purchase all of the issued and outstanding shares, American Depositary Shares, stock options, share units and warrants in Biotie Therapies that are not owned by Biotie or any of its subsidiaries. * Biotie Therapies announced on 10 March 2016 that the Finnish Financial Supervisory Authority has approved the tender offer document relating to the voluntary public tender offer by Acorda Therapeutics to purchase 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 acceptance period under the Tender Offer commenced on 11 March 2016 at 9:30 am Finnish time and will preliminarily expire on 8 April 2016 at 4 pm Finnish time. * On March 4, 2016, Acorda Therapeutics and Biotie Therapies have announced a voluntary public tender offer by Acorda for the issued and outstanding ordinary shares, no nominal value, of the Company, the outstanding American Depositary Shares, each representing 80 Shares, and the outstanding Equity Instruments in Biotie by stock exchange release dated January 19, 2016. * On March 3, 2016, as announced on January 19, 2016, Acorda Therapeutics and Biotie Therapies 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. Acorda has filed the tender offer document with the Finnish Financial Supervisory Authority 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. Currently, the offer period is expected to commence by mid-March 2016. * On February 17, 2016, Acorda Therapeutics 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 has expired. 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. * On January 19, 2016, Acorda Therapeutics announced that it entered into an agreement to acquire Biotie Therapies for €23.5680 per ADS in cash, or the equivalent of $25.60 per ADS based on an exchange rate of 1.0864 U.S. dollars to euros, which values Biotie at approximately $363 million. The $363 million all-cash tender offer in Finland and the United States is unanimously recommended by Biotie’s Board of Directors. The transaction was also unanimously approved by Acorda’s Board of Directors. Subject to customary closing conditions, the tender offer is expected to be completed in the first or second quarter of 2016, and the acquisition is expected to be completed in the third quarter of 2016. Biotie is headquartered in Turku, Finland, with clinical operations based in South San Francisco, CA. Following the close of the acquisition, Acorda plans to maintain the South San Francisco location and retain Biotie staff at that site. Acorda is considering the long-term future of the Turku facility. Concurrently with the announcement of the Biotie transaction, Acorda announced two separate financing transactions. Acorda has agreed to issue $75 million of common stock in a private placement transaction exempt from registration under the Securities Act of 1933, as amended. Acorda intends to use the net proceeds from the issuance of the Shares to fund, in part, the acquisition of Biotie described above. The issuance of the Shares is not contingent upon the consummation of the acquisition of Biotie or the terms of the acquisition. If the acquisition of Biotie is not consummated for any reason, the Company will use all of the net proceeds from the issuance of the Shares for general corporate purposes. The closing of the private placement is expected to occur in January 2016 and is subject to customary closing conditions. Acorda also received a commitment from JPMorgan Chase, N.A. for an asset-based loan facility for up to $60 million. The closing of this transaction is expected to occur within six weeks and is subject to customary closing conditions. The Shares will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
Acorda had $353 million in cash at year-end 2015 (unaudited). Following the close of the transaction, the Company expects the net proceeds from the common stock issuance, together with the availability under the asset-based credit facility, to be sufficient to fund ongoing operations.
Lazard, MTS Health Partners and J.P. Morgan Securities LLC served as financial advisors, and Kirkland & Ellis, Roschier, Covington & Burling LLP and Jones Day LLP served as legal advisors to Acorda in connection with this transaction. Guggenheim Securities served as Biotie Therapies’ financial advisors, and Davis Polk & Wardwell LLP and Hannes Snellman Attorneys Ltd. served as Biotie’s legal advisors.
Details: Biotie Therapies is a Finnish biopharmaceutical company primarily focused on developing therapeutics for central nervous system disorders. Its pipeline includes product candidates designed to address unmet medical needs in Parkinson’s disease and related dementia, other neurodegenerative indications and primary sclerosing cholangitis, an orphan fibrotic liver disease. The transaction allows Acorda to obtain worldwide rights to Biotie's lead product, tozadenant, an oral adenosine A2a receptor antagonist currently in Phase 3 development in Parkinson’s disease. Further expanding its Parkinson’s pipeline, Acorda will also obtain global rights to SYN120, an oral, 5-HT6/5-HT2A dual receptor antagonist for Parkinson’s-related dementia, in Phase 2 development 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 treatment of primary sclerosing cholangitis ; and double-digit royalties from sales of Selincro®, a European Medicines Agency (EMA)-approved therapy for reduction in alcohol consumption marketed by H. Lundbeck A/S in multiple European countries.
Related: Neurodegenerative diseases CNS diseases
