Strongbridge Biopharma plc (Nasdaq: SBBP) (“Strongbridge”) today
announced that the leading independent proxy advisory firm
Institutional Shareholder Services (“ISS”) has recommended that
Strongbridge shareholders vote “FOR” the Company’s transaction with
Xeris Pharmaceuticals (Nasdaq: XERS) (“Xeris”).
In its August 27, 2021 report, ISS recognized the substantial
upside potential of the combined company for Strongbridge
shareholders. ISS stated1:
“In consideration of the premium valuation relative to SBBP's
historical value, which indicates the offer is not opportunistic
for the acquirer, the strategic rationale and anticipated cost
synergies, the diversification of revenues and the development
pipeline, and the payouts if the CVR milestones are achieved,
support is warranted for the proposed merger.”
Commenting on the ISS recommendation, the Strongbridge board of
directors issued the following statement:
“We are pleased that ISS’s recommendation validates our belief
that the proposed combination of Strongbridge and Xeris will drive
significant long-term value for shareholders of the combined
entity. Together with Xeris, we will create an innovative leader in
endocrinology and rare diseases, positioned to best address the
unmet needs of the patient communities that we serve. The combined
company will benefit from additional scale and financial resources,
a powerful combined pipeline, enhanced drug development talent and
commercial infrastructure, and will be more strongly positioned to
accelerate product launches and drive further growth. We urge
shareholders to vote FOR all transaction-related proposals to
enable us to move forward to unlock the potential value of our
combined assets and provide our shareholders with the opportunity
to participate in the success of the combined company.”
As previously announced, Strongbridge shareholders are invited
to attend two special meetings of shareholders to vote on the
proposed transaction with Xeris. The first, the special meeting
called by the Irish High Court (the “Court Meeting”), is to be held
on September 8, 2021 at 12:00 p.m. local time (5:00 p.m. Irish
Time), at 900 Northbrook Drive, Suite 200, Trevose, Pennsylvania
19053, United States of America, and the second, the extraordinary
general meeting of shareholders (the “EGM” and together with the
Court Meeting, the “Strongbridge Special Meetings”), is to be held
on September 8, 2021 at 12:30 p.m. local time (5:30 p.m. Irish
Time), at 900 Northbrook Drive, Suite 200, Trevose, Pennsylvania
19053, United States of America, or, if later, as soon as possible
after the conclusion or adjournment of the Court Meeting.
Shareholders in Ireland, or their proxies, may participate in the
Court Meeting and/or the EGM by audio link at the offices of Arthur
Cox LLP, located at Ten Earlsfort Terrace, Dublin 2, D02 T380,
Ireland.
Shareholders who need assistance completing the proxy card or
who need to obtain copies of the accompanying joint proxy
statement/prospectus, forms of proxy, or any documents incorporated
by reference in the joint proxy statement/prospectus, may contact
the firm listed below. You will not be charged for any of the
documents you request.
MacKenzie Partners,
Inc,1407 Broadway, 27th FloorNew
York, NY 100181-800-322-2885 (toll
free)1-212-929-5500 (call
collect)proxy@mackenziepartners.com
If you would like to request documents,
please do so by 5:00 p.m. (Eastern Time in the U.S.) on September
1, 2021, in order to receive them prior to the Strongbridge Special
Meetings.
For more information on Strongbridge’s transaction with Xeris,
please visit a joint transaction website at
www.XerisStrongbridge.com.
AdvisorsMTS Health Partners, LP is acting as
financial advisor to Strongbridge, and Skadden, Arps, Slate,
Meagher & Flom, LLP and Arthur Cox LLP are serving as legal
counsel.
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
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
“Acquisition”) 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 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.
Forward-Looking Statements This communication
contains certain forward-looking statements with respect to a
proposed transaction involving Xeris and Strongbridge and Xeris’,
Strongbridge’s and/or the combined group’s estimated or anticipated
future business, performance and results of operations and
financial condition, including estimates, forecasts, targets and
plans for Xeris and Strongbridge and, following the Acquisition, if
completed, the combined group. The words “believe,” “expect,”
“anticipate,” “project” and similar expressions, among others,
generally identify forward looking statements. These
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially from those
indicated in the forward-looking statements. Such risks and
uncertainties include, but are not limited to, the possibility that
a possible acquisition will not be pursued, failure to obtain
necessary shareholder or regulatory approvals or required financing
or to satisfy any of the other conditions to the possible
acquisition, the reaction of Xeris’ and Strongbridge’s shareholders
to the proposed transaction, adverse effects on the market price of
Xeris shares of common stock (“Xeris Shares”) or Strongbridge
ordinary shares (“Strongbridge Shares”) and on Xeris’ or
Strongbridge’s operating results because of a failure to complete
the possible acquisition, failure to realize the expected benefits
of the possible acquisition, failure to promptly and effectively
integrate Strongbridge’s businesses, negative effects relating to
the announcement of the possible acquisition or any further
announcements relating to the possible acquisition or the
consummation of the possible acquisition on the market price of
Xeris Shares or Strongbridge Shares, significant transaction costs
and/or unknown or inestimable liabilities, the risk that any
potential payment of proceeds pursuant to the CVR Agreement may not
be distributed at all or result in any value to Strongbridge
shareholders, potential litigation associated with the possible
acquisition, general economic and business conditions that affect
the combined companies following the consummation of the possible
acquisition, the impact of the COVID-19 pandemic on Xeris’ or
Strongbridge’s businesses or the combined businesses following the
consummation of the transaction, changes in global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax laws,
regulations, rates and policies, future business acquisitions or
disposals and competitive developments. These forward-looking
statements are based on numerous assumptions and assessments made
in light of Xeris’ or, as the case may be, Strongbridge’s
experience and perception of historical trends, current conditions,
business strategies, operating environment, future developments and
other factors it believes appropriate. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this
announcement could cause Xeris’ plans with respect to Xeris or
Strongbridge, Strongbridge’s or Xeris’ actual results, performance
or achievements, industry results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and persons reading this announcement
are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. Additional information about economic, competitive,
governmental, technological and other factors that may affect Xeris
is set forth in Item 1A, “Risk Factors,” in Xeris’ 2020 Annual
Report on Form 10-K, which has been filed with the SEC, the
contents of which are not incorporated by reference into, nor do
they form part of, this announcement. Additional information about
economic, competitive, governmental, technological and other
factors that may affect Strongbridge is set forth in Item 1A, “Risk
Factors,” in Strongbridge’s 2020 Annual Report on Form 10-K, which
has been filed with the SEC, the contents of which are not
incorporated by reference into, nor do they form part of, this
announcement.
Any forward-looking statements in this announcement are based
upon information available to Xeris, Strongbridge and/or their
respective boards of directors, as the case may be, as of the date
of this announcement and, while believed to be true when made, may
ultimately prove to be incorrect. Subject to any obligations under
applicable law, none of Xeris, Strongbridge or any member of their
respective boards of directors undertakes any obligation to update
any forward-looking statement whether as a result of new
information, future developments or otherwise, or to conform any
forward-looking statement to actual results, future events, or to
changes in expectations. All subsequent written and oral
forward-looking statements attributable to Xeris, Strongbridge or
their respective boards of directors or any person acting on behalf
of any of them are expressly qualified in their entirety by this
paragraph.
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
RulesThe 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 RequirementsUnder 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 no 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.
GeneralThe 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.
1 Permission to use quotations neither sought nor obtained.
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