Strongbridge Biopharma plc (Nasdaq: SBBP) (“Strongbridge”) today
announced that Glass Lewis & Co. (“Glass Lewis”) has
recommended that Strongbridge shareholders vote “FOR” all proposals
related to the Company’s transaction with Xeris Pharmaceuticals
(Nasdaq: XERS) (“Xeris”).
Strongbridge is pleased that Glass Lewis has joined ISS in
recognizing the substantial upside potential of the combined
company for Strongbridge shareholders and strongly urges
shareholders to follow ISS and Glass Lewis’ recommendations to vote
FOR the transaction.
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 StatementsThis 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.
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