Date: 2015-09-04
Type of information: Establishment of a new subsidiary in the EU
Compound:
Company: Cortendo (Sweden) Strongbridge Biopharma (Ireland)
Therapeutic area: Rare diseases
Type agreement: relocation of the parent company
Action mechanism:
Disease:
Details: * On September 4, 2015, Cortendo announced that the company has changed its name to Strongbridge Biopharma plc. Strongbridge Biopharma will become effective immediately and the new logo and corporate branding elements will be rolled out in the near future. Following the settlement of its exchange offer to acquire any and all issued ordinary shares of Cortendo AB, Strongbridge Biopharma (formerly known as Cortendo plc) will become the new parent company of the Cortendo group. The group’s strategic focus is to build a biopharmaceutical company focused on the development, in-licensing, acquisition and eventual commercialization of complementary product candidates across multiple franchises that target rare diseases. The group’s lead product candidate, COR-003 (levoketoconazole), is a cortisol inhibitor that is currently being studied in the global Phase 3 trial for the treatment of endogenous Cushing’s syndrome. COR-003 has received orphan designation from both the European Medicines Agency and the FDA. The group recently expanded its rare endocrine disease franchise with the completion of transactions for two Phase 2 product candidates: COR-004, a novel second-generation antisense compound, which is in clinical development for acromegaly and designed to block the synthesis of growth hormone receptor (GHr) thereby reducing levels of insulin-like growth factor-1 (IGF-1) in the blood; and COR-005, a next-generation somatostatin analog (SSA) with a unique receptor affinity profile, being investigated for the treatment of acromegaly, with potential additional applications in Cushing’s disease and neuroendocrine tumors. The group\'s intent is to independently commercialize its rare endocrine assets in key global markets. * On August 3, 2015, Cortendo announced its intention to relocate the parent company of the Cortendo group from Sweden to Ireland. The Company is contemplating effecting such redomiciliation through an exchange offer in which Cortendo plc, a newly incorporated Irish public limited company incorporated on behalf of the Company, would offer to acquire any and all issued ordinary shares of the Company in exchange for beneficial interests in ordinary shares of Cortendo plc in the form of depositary receipts (or, in the case of certain holders located in the United States, in exchange for cash, as further described below). In the event such exchange offer is made, and should it be successfully completed, such offer would result in Cortendo plc becoming the ultimate parent company of the Cortendo group, and the Company becoming a subsidiary of Cortendo plc. It is anticipated by the Company that the redomiciliation from Sweden to Ireland will have the effect of facilitating tax-efficient allocations of capital within the Cortendo group and permitting tax-efficient returns of capital to shareholders. Furthermore, the board of directors expects that certain features of Irish company law will enable the Cortendo group to operate more flexibly and efficiently. The launch of the exchange offer is contingent upon approval by the Central Bank of Ireland of a prospectus that will set out the terms of the exchange offer and that will be mailed to all eligible Company shareholders with known addresses. The prospectus will also be made available on the Company’s website at www.cortendo.com. Holders of the Company’s shares located in the United States who are accredited investors (as such term is defined in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) will be offered an exchange through a private placement, while holders of the Company’s shares located in the United States who are non-accredited investors will be offered cash instead of securities. Holders of the Company’s shares located outside of the United States will be offered an exchange in accordance with Regulation S under the Securities Act. The exchange offer will be conditional on the acceptance of the exchange offer by holders representing more than 90% of the outstanding shares in the Company.
Financial terms:
Latest news:
