Strongbridge Biopharma plc (NASDAQ: SBBP) (the
“
Company” or “
Strongbridge”)
today announced that its shareholders have voted to approve the
previously announced proposed acquisition of Strongbridge by Xeris
Pharmaceuticals, Inc. (NASDAQ: XERS) (“
Xeris”). As
described below, at least 99 percent of the votes cast at both a
special court-ordered meeting of shareholders (the “
Court
Meeting”) and at an extraordinary general meeting of
shareholders (the “
EGM”) were in favor of the
transaction, representing (in each case) approximately 67 percent
of the shares outstanding and eligible to be voted at each of the
Strongbridge shareholder meetings held on September 8, 2021 in
Pennsylvania, United States of America. Upon close of the
transaction, the business of Xeris and Strongbridge will be
combined under an entity called Xeris Biopharma Holdings, Inc.
(“
Xeris Biopharma Holdings” or
“
HoldCo”).
“On behalf of the entire Strongbridge Board of
Directors and management team, we thank our shareholders for their
overwhelming support of this value creating transaction,” said John
H. Johnson, Chief Executive Officer of Strongbridge. “As Xeris
Biopharma Holdings, we will be an innovative leader in
endocrinology and rare diseases, with a differentiated technology
platform well-positioned to meet the unmet needs of patients around
the world. With the achievement of this significant milestone, we
are excited to move ahead with completing the transaction and eager
to realize the value that we expect to be created by this
combination.”
Garheng Kong, M.D., Ph.D., Chairman of
Strongbridge, said, “Today’s successful approval further bolsters
our confidence in the value and bright future of Xeris Biopharma
Holdings. I look forward to working alongside the Xeris Biopharma
Board to deliver value to our shareholders and to accelerate and
advance our ability to address the unmet needs of the patient
communities that we serve.”
Under the terms of the agreement announced on
May 24, 2021, Xeris will acquire Strongbridge in a stock and
contingent value rights (“CVR”) transaction for a
transaction equity value of approximately $267 million, based on
the closing price of Xeris common stock on May 21, 2021 and
Strongbridge’s fully diluted share capital. This represents
approximately $2.72 per Strongbridge ordinary share and a 12.9%
premium to the closing price of Strongbridge ordinary shares on May
21, 2021. Strongbridge shareholders will also receive 1
non-tradeable CVR for each Strongbridge ordinary share they own,
worth up to an additional $1.00 payable in cash or Xeris Biopharma
Holdings common stock (at Xeris Biopharma Holdings’ election) upon
achievement of the following triggering events: (i) the listing of
at least one issued patent for KEVEYIS® in the U.S. Food & Drug
Administration’s Orange Book by the end of 2023 or at least $40
million in KEVEYIS® annual net sales in 2023 ($0.25 per ordinary
share), (ii) the achievement of at least $40 million in RECORLEV®
annual net sales in 2023 ($0.25 per ordinary share), and (iii) the
achievement of at least $80 million in RECORLEV® annual net sales
in 2024 ($0.50 per ordinary share). The minimum payment on the CVR
per Strongbridge ordinary share is zero and the maximum payment is
$1.00 in cash or Xeris Biopharma Holdings common stock, at Xeris
Biopharma Holdings’ election
The transaction is expected to close early in
the fourth quarter of 2021, subject to customary closing conditions
and approval by Xeris shareholders.
Results of Court Meeting and
EGM
As described above, on September 8, 2021,
Strongbridge held a Court Meeting and EGM in Pennsylvania, United
States of America, in each case relating to the previously
announced transaction whereby Xeris Biopharma Holdings, a Delaware
corporation and a direct wholly owned subsidiary of Xeris, will
acquire Strongbridge (the “Acquisition”). Both
meetings were held to seek shareholder approval of the Acquisition,
which will be effected by means of a “scheme of arrangement” under
Chapter 1 of Part 9 of the Irish Companies Act of 2014, in
accordance with Irish law. Strongbridge’s shareholders approved the
proposal at the Court Meeting and each of the proposals at the EGM
required to approve and implement the scheme of arrangement.
There were 67,828,952 ordinary shares of
Strongbridge outstanding as of 5:00 p.m. (Eastern Time in the U.S.)
on July 27, 2021, the voting record time for the Court Meeting and
the EGM. A quorum was present at each of the Court Meeting and the
EGM. Because the votes required to approve the proposals at the
Court Meeting and the EGM are based on votes properly cast at the
applicable meeting, and because abstentions are not considered
votes properly cast, abstentions and broker non-votes along with
failures to vote have no effect on such proposals.
Strongbridge will be filing a Form 8-K with the
U.S. Securities and Exchange Commission setting forth the final
results of voting on each of the items submitted to a vote of
Strongbridge’s shareholders at the Court Meeting and the EGM. The
final results of voting on each of the items submitted to a vote of
Strongbridge’s shareholders at the Court Meeting and the EGM are as
follows.
Court Meeting
At the Court Meeting, the Company’s shareholders
voted on the proposal described below.
1. To approve the scheme of arrangement:
Strongbridge shareholders approved the proposal
with the following voting results including the percentage of votes
cast for and against the proposal as a percentage of total votes
cast:
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
45,480,324 |
|
99.27% |
|
336,199 |
|
0.73% |
|
185,584 |
In addition, of the 13 registered shareholders
entitled to vote on the proposal, 7 registered shareholders or
87.5% of those voting voted in favour of the proposal and 1
registered shareholder or 12.5% of those voting voted against the
proposal.
The Strongbridge shares voted in favour of and
against the proposal represented 67.05% and 0.50%,
respectively, of the 67,828,952 Strongbridge shares outstanding as
of the voting record time and entitled to vote at the Court
Meeting.
An abstention is not a vote in law and is not
counted in the calculation of the proportion of the votes for or
against a resolution.
EGM
At the EGM, the Company’s shareholders voted on
the proposals described below.
1. To approve the scheme of arrangement and
authorize the directors of Strongbridge to take all such actions as
they consider necessary or appropriate for carrying the scheme of
arrangement into effect:
Strongbridge shareholders approved the proposal
with the following voting results including the percentage of votes
cast for and against the proposal as a percentage of total votes
cast:
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
45,595,025 |
|
99.27% |
|
337,392 |
|
0.73% |
|
69,690 |
2. To approve the cancellation of any
Strongbridge ordinary shares in issue at 10:00 p.m., Irish time, on
the day before the Irish High Court hearing to sanction the scheme
(excluding, in any case, any Strongbridge ordinary shares which are
held from time to time by Xeris, HoldCo or any other subsidiary of
Xeris, if any):
Strongbridge shareholders approved the proposal
with the following voting results including the percentage of votes
cast for and against the proposal as a percentage of total votes
cast:
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
45,584,777 |
|
99.27% |
|
336,473 |
|
0.73% |
|
80,857 |
3. To authorise the directors of
Strongbridge to apply the reserve arising in the books of account
of Strongbridge as a result of the cancellation of the Cancellation
Shares (as defined in the scheme of arrangement) to allot and issue
new Strongbridge ordinary shares, fully paid up, to HoldCo and/or
its nominee(s) in connection with effecting the scheme:
Strongbridge shareholders approved the proposal
with the following voting results including the percentage of votes
cast for and against the proposal as a percentage of total votes
cast:
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
45,585,796 |
|
99.26% |
|
340,938 |
|
0.74% |
|
75,373 |
4. To amend the articles of association of
Strongbridge so that any ordinary shares of Strongbridge that are
issued on or after the Voting Record Time (as defined in the scheme
of arrangement) to persons other than HoldCo and/or its nominees
will either be subject to the terms of the scheme or will be
immediately and automatically acquired by HoldCo and/or its
nominee(s) for the scheme consideration:
Strongbridge shareholders approved the proposal
with the following voting results including the percentage of votes
cast for and against the proposal as a percentage of total votes
cast:
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
45,588,311 |
|
99.26% |
|
339,120 |
|
0.74% |
|
74,676 |
5. To approve, on a non-binding, advisory
basis, specified compensatory arrangements between Strongbridge and
its named executive officers relating to the transaction:
Strongbridge shareholders approved the proposal
with the following voting results including the percentage of votes
cast for and against the proposal as a percentage of total votes
cast:
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
40,483,565 |
|
88.28% |
|
5,375,822 |
|
11.72% |
|
142,720 |
6. To approve any motion by the Chairman to
adjourn the EGM, or any adjournments thereof, to solicit additional
proxies in favour of the approval of the resolutions if there are
insufficient votes at the time of the EGM to approve resolutions 1
through 4:
Strongbridge shareholders approved the proposal
with the following voting results including the percentage of votes
cast for and against the proposal as a percentage of total votes
cast:
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
45,013,201 |
|
98.02% |
|
911,548 |
|
1.98% |
|
77,358 |
About Strongbridge Biopharma
plc
Strongbridge Biopharma plc 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
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
VALUATIONS
No 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 communication 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 of arrangement 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
communication in or into certain jurisdictions may be restricted by
the laws of those jurisdictions, including any Restricted
Jurisdictions (as defined in the scheme of arrangement).
Accordingly, copies of this communication 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.
PUBLICATION ON A WEBSITE
In accordance with Rule 19.9 of the Irish
Takeover Rules, a copy of this communication will be published on
Xeris’ and Strongbridge’s joint microsite at
www.xerisstrongbridge.com, which can be accessed via a link on
Xeris’ website at website at www.xerispharma.com and on
Strongbridge’s website at www.strongbridgebio.com.
The content of any website referred to in this
communication is not incorporated into and does not form part of
this communication.
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