Strongbridge Biopharma plc, (Nasdaq: SBBP)
(“
Strongbridge”), a global commercial-stage
biopharmaceutical company focused on the development and
commercialization of therapies for rare diseases with significant
unmet needs, today announced for the purposes of the Irish Takeover
Panel Act, 1997, Takeover Rules 2013 (the “
Irish Takeover
Rules”), that the definitive joint proxy
statement/prospectus of Strongbridge (the “
Proxy
Statement”), which also constitutes a scheme circular
under Irish law, is being sent as of July 30, 2021 to Strongbridge
shareholders.
As previously announced on May 24, 2021, Xeris
Pharmaceuticals, Inc. (“Xeris”) and Strongbridge
entered into a definitive transaction agreement pursuant to which
Xeris will acquire Strongbridge in a stock and CVR transaction for
a transaction equity value of approximately $267 million, based on
the closing price of Xeris’ shares of common stock of $3.47 on May
21, 2021 and Strongbridge’s fully diluted share capital (the
“Acquisition”). The Acquisition will be effected
by means of a “scheme of arrangement” under Chapter 1 of Part 9 of
the Irish Companies Act of 2014.
The Proxy Statement, which also constitutes a
scheme circular required under Irish law, contains important
information about the Acquisition
for Strongbridge shareholders, as well as instructions on
voting online, by mail, by telephone or in person.
In accordance with Rule 15(c) of the Irish
Takeover Rules, the holders of (i) Strongbridge Options and
Strongbridge Share Awards; and (ii) Strongbridge Warrants, will be
sent respective documents describing the treatment of these
Strongbridge Options, Strongbridge Share Awards and Strongbridge
Warrants as part of the Acquisition. A copy of the Proxy Statement
is also being sent to the holders of Strongbridge Options,
Strongbridge Share Awards and Strongbridge Warrants with these
letters for information purposes only, in order to satisfy Irish
legal requirements.
Copies of the documents referred to above, and
all of the documents required to be made available for inspection
in accordance with Rule 26 of the Irish Takeover Rules, are
available for inspection at the offices of Arthur Cox, 10 Earlsfort
Terrace, Dublin 2, Ireland and on Xeris’ and Strongbridge’s joint
microsite at www.xerisstrongbridge.com, which can be accessed via a
link on Strongbridge's website at www.strongbridgebio.com.
As previously announced on July 26, 2021,
there will be two meetings of Strongbridge shareholders
on Wednesday, September 8, 2021 in connection with the
Acquisition. Both meetings will be held at 900 Northbrook
Drive, Suite 200, Trevose, Pennsylvania, 19053, USA. The
first meeting, which is convened by the order of the Irish
High Court, will be held at 12:00 p.m. ET in the U.S. (5:00
p.m. Irish Time). Following this meeting, an extraordinary
general meeting will be held pursuant
to Strongbridge's articles of association at 12:30
p.m. ET in the U.S. (5:30 p.m. Irish Time) (or, if the special
Court-ordered meeting has not concluded by 12:30 p.m. ET in
the U.S. (5:30 p.m. Irish Time), as soon as possible after the
conclusion or adjournment of the special Court-ordered
meeting). Both meetings are being held to seek shareholder
approval of the proposed Acquisition in accordance with Irish
law. The approval of related matters
by Strongbridge shareholders will also be sought at the
extraordinary general meeting.
Terms used but not defined herein shall have the
meaning given to such terms in the Proxy Statement.
About Strongbridge Biopharma
plc
Strongbridge is a global commercial-stage
biopharmaceutical company focused on the development and
commercialization of therapies for rare diseases with significant
unmet needs. Strongbridge's rare endocrine franchise includes
RECORLEV® (levoketoconazole), an adrenal steroidogenesis inhibitor
with a New Drug Application that is currently under review by the
FDA for the treatment of endogenous Cushing's syndrome, and
veldoreotide extended release, a pre-clinical next-generation
somatostatin analog being investigated for the treatment of
acromegaly and potential additional applications in other
conditions amenable to somatostatin receptor activation. Both
RECORLEV and veldoreotide have received orphan drug designation
from the FDA and the European Medicines Agency. The company's rare
neuromuscular franchise includes KEVEYIS® (dichlorphenamide), the
first and only FDA-approved treatment for hyperkalemic,
hypokalemic, and related variants of primary periodic paralysis.
KEVEYIS has orphan drug exclusivity in the United States.
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Contacts:
Corporate and Media
RelationsElixir Health Public RelationsLindsay Rocco+1
862-596-1304lrocco@elixirhealthpr.com
Investor RelationsSolebury
TroutMike Biega+1
617-221-9660mbiega@soleburytrout.com
No Offer or SolicitationThis
communication is for information purposes only and is not intended
to and does not constitute an offer to sell or the solicitation of
an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the acquisition of
Strongbridge by Xeris by means of a scheme of arrangement under
Irish law (the “Scheme”) or the other transactions
contemplated by the Transaction Agreement, dated May 24, 2021,
among Strongbridge, Xeris, Xeris Biopharma Holdings,
Inc. (“HoldCo”) and Wells MergerSub,
Inc. (collectively, the “Transaction”), nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. In particular,
this communication is not an offer of securities for sale
into the United States. No offer of securities shall be made
in the United States absent registration under the
Securities Act of 1933, as amended, or pursuant to an exemption
from, or in a transaction not subject to, such registration
requirements. The Acquisition will be made solely by means of the
Scheme Document, which contains the full terms and conditions of
the Acquisition, including details of how Strongbridge shareholders
may vote in respect of the Acquisition.
Important Additional Information and
Where to Find ItStrongbridge, Xeris
and HoldCo have prepared and filed with the SEC, and
the SEC declared effective on July 29, 2021, a registration
statement on Form S-4 (File No. 333-257642) that includes the
Proxy Statement and also constitutes a prospectus with respect to
the HoldCo shares of common stock (“HoldCo
Shares”) to be issued pursuant to the Transaction. The
Proxy Statement also contains the Scheme Document and further
information relating to the implementation of the Transaction, the
full terms and conditions of the Transaction (including the
Scheme), notices of the Strongbridge Special Meetings and the Xeris
Special Meeting (each as defined in the Proxy Statement) and
information on HoldCo Shares. Strongbridge and Xeris may also file
other documents with the SEC regarding the Transaction.
This communication is not a substitute for the Proxy Statement or
any other document which Strongbridge, Xeris
or HoldCo may file with the SEC.
The Proxy Statement, as well as Strongbridge’s
and Xeris’ other public filings with the SEC, may be obtained
without charge at the SEC’s website
at www.sec.gov and, in the case of
Strongbridge’s filings, at Strongbridge’s website
at www.strongbridgebio.com and, in the
case of Xeris’ filings, at Xeris’ website
at www.xerispharma.com.
INVESTORS, STRONGBRIDGE SHAREHOLDERS AND XERIS
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.
Any vote in respect of resolutions to be
proposed at the Strongbridge Special Meetings to approve the
Acquisition, the Scheme or related matters, or other responses in
relation to the Acquisition, should be made only on the basis of
the information contained in the Proxy Statement (including the
Scheme Document). Similarly, any decision in respect of resolutions
to be proposed at the Xeris Special Meeting or any vote in respect
of, or other response to, the Transaction, should be made only on
the basis of the information contained in the Proxy Statement.
Participants in the
SolicitationStrongbridge, Xeris, HoldCo and
their respective directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies from their
respective shareholders in connection with the Transaction.
Information regarding the persons who may, under the rules of
the SEC, be deemed to be participants in the solicitation of
shareholders in connection with the Transaction, including a
description of their direct or indirect interests, which may be
different from those of Strongbridge shareholders or Xeris
stockholders generally, by security holdings or otherwise, are set
forth in the Proxy Statement (which contains the Scheme Document)
and will be set forth in any other relevant documents that are
filed or will be filed with the SEC relating to the
Transaction. Information regarding Strongbridge’s directors and
executive officers is contained in Strongbridge’s Annual Report on
Form 10-K for the year ended December 31, 2020, filed with
the SEC on March 3, 2021, and its proxy statement on
Schedule 14A, dated and filed with the SEC on April
14, 2021. Information regarding Xeris’ directors and executive
officers is contained in Xeris’ Annual Report on Form 10-K for the
year ended December 31, 2020, filed with
the SEC on March 9, 2021, and its proxy statement on
Schedule 14A, dated and filed with the SEC on April
29, 2021. You may obtain free copies of these documents using the
sources indicated above.
No Profit Forecast/Asset
ValuationsNo statement in this communication is intended
to constitute a profit forecast for any period, nor should any
statements be interpreted to mean that earnings or earnings per
share will necessarily be greater or lesser than those for the
relevant preceding financial periods for Strongbridge, Xeris
or HoldCo as appropriate. No statement in this
communication constitutes an asset valuation.
Statement Required by the Irish Takeover
Rules
The directors of Strongbridge accept
responsibility for the information contained in this communication.
To the best of the knowledge and belief of the directors of
Strongbridge (who have taken all reasonable care to ensure such is
the case), the information contained in this rep for which they
respectively accept responsibility is in accordance with the facts
and does not omit anything likely to affect the import of such
information.
Dealing Disclosure
Requirements
Under the provisions of Rule 8.3 of the Irish
Takeover Rules, if any person is, or becomes, ‘interested’
(directly or indirectly) in 1% or more of any class of ‘relevant
securities’ of Strongbridge or Xeris, all ‘dealings’ in any
‘relevant securities’ of Strongbridge or Xeris (including by means
of an option in respect of, or a derivative referenced to, any such
‘relevant securities’) must be publicly disclosed by not later than
3:30 pm (New York time) on the ‘business’ day following the date of
the relevant transaction. This requirement will continue until the
date on which the Scheme becomes effective or on which the ‘offer
period’ otherwise ends. If two or more persons cooperate on the
basis of any agreement, either express or tacit, either oral or
written, to acquire an ‘interest’ in ‘relevant securities’ of
Strongbridge or Xeris, they will be deemed to be a single person
for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish
Takeover Rules, all ‘dealings’ in ‘relevant securities’ of
Strongbridge by Xeris or ‘relevant securities’ of Xeris by
Strongbridge, or by any party acting in concert with either of
them, must also be disclosed by no later than 12 noon (New York
time) on the ‘business’ day following the date of the relevant
transaction.
A disclosure table, giving details of the
companies in whose ‘relevant securities’ ‘dealings’ should be
disclosed, can be found on the Panel’s website at
www.irishtakeoverpanel.ie.
‘Interests in securities’ arise, in summary,
when a person has long economic exposure, whether conditional or
absolute, to changes in the price of securities. In particular, a
person will be treated as having an ‘interest’ by virtue of the
ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in single quotation marks are defined in
the Irish Takeover Rules, which can also be found on the Panel’s
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Panel’s website at www.irishtakeoverpanel.ie or contact the Panel
on telephone number +353 1 678 9020.
General
The release, publication or distribution of this
report in or into certain jurisdictions may be restricted by the
laws of those jurisdictions, including any Restricted Jurisdictions
(as defined in the Proxy Statement). Accordingly, copies of this
report and all other documents relating to the Transaction are not
being, and must not be, released, published, mailed or otherwise
forwarded, distributed or sent in, into or from any such Restricted
Jurisdictions. Persons receiving such documents (including, without
limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the proposed
transaction disclaim any responsibility or liability for the
violations of any such restrictions by any person.
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