2016-01-19 10:15:37 CET
2016-01-19 10:15:37 CET
REGULATED INFORMATION
Biotie Therapies - Tender offer
CORRECTION ANNOUNCEMENT: ACORDA ANNOUNCES A RECOMMENDED CASH TENDER OFFER FOR ALL SHARES, ADSs AND OTHER EQUITY INSTRUMENTS IN BIOTIE
BIOTIE STOCK EXCHANGE RELEASE 19 January 2016 at 11:15 a.m. (EET)
CORRECTION ANNOUNCEMENT: ACORDA ANNOUNCES A RECOMMENDED CASH TENDER OFFER FOR
ALL SHARES, ADSs AND OTHER EQUITY INSTRUMENTS IN BIOTIE
Correction to Biotie Therapies Corp.'s stock exchange release issued on 19
January 2016 at 9:45 a.m. This correction concerns only the English version of
the stock exchange release.
A typo in the subject line corrected, correct company name Acorda. No other
changes were made.
ACORDA ANNOUNCES A RECOMMENDED CASH TENDER OFFER FOR ALL SHARES, ADSs AND OTHER
EQUITY INSTRUMENTS IN BIOTIE
Acorda Therapeutics, Inc. ("Acorda") and Biotie Therapies Corp. ("Biotie" or the
"Company") have today entered into a combination agreement ("Combination
Agreement") whereby Acorda, either directly or through a wholly-owned subsidiary
(jointly the "Offeror"), will make a public tender offer in Finland and in the
United States to purchase all of the issued and outstanding shares, American
Depositary Shares ("ADSs"), stock options, share units and warrants in Biotie
that are not owned by Biotie or any of its subsidiaries (the "Tender Offer").
The price offered for each share validly tendered into the Tender Offer will be
EUR 0.2946 in cash, representing a premium of approximately 95 per cent compared
to the closing price of the Biotie shares on Nasdaq Helsinki Ltd. ("Nasdaq
Helsinki") on 18 January 2016, the last trading day on Nasdaq Helsinki preceding
this announcement. This represents a premium of approximately 84 per cent
compared to the 90 trading day volume-weighted average on Nasdaq Helsinki.
The price offered for each ADS will be EUR 23.5680 in cash, payable in the
equivalent amount of U.S. dollars determined as near to the payment date as
reasonably practicable based on the U.S. dollar spot rate against the euro
exchange rate on the nearest practicable day to the closing date of the Tender
Offer. As of January 18, 2016, this would be equivalent to USD 25.60 per ADS in
cash, based on an exchange rate of 1.0864 USD to EUR 1.00, representing a
premium of approximately 94 per cent compared to the closing price of the Biotie
ADSs on the Nasdaq Stock Market LLC ("Nasdaq US") on 15 January 2016, the last
trading day on the Nasdaq US preceding this announcement. Acorda will also offer
to acquire all of the outstanding option rights, share units and warrants issued
by Biotie.
The Board of Directors of Biotie recommends that the holders of Biotie shares,
ADSs, option rights, share units and warrants accept the Tender Offer. The
Board's decision has been unanimous. The Board of Directors of Biotie will issue
its complete statement regarding the Tender Offer in accordance with the Finnish
Securities Market Act before the commencement of the Tender Offer. In connection
with the Tender Offer, the Board of Directors of Biotie has received an opinion
from Biotie's financial advisor.
Certain factors considered by the Board of Directors of Biotie when giving its
recommendation include (i) the costs required to gain approval and to
subsequently launch the products, which could require an additional dilutive
financing (ii) the various strategic alternatives available to the Company,
taking into account discussions with other possible counterparties; (iii) the
risks of a successful launch of the products for the Company to be able to
realize the full economic value of the products and (iv) the fact that the offer
is a cash offer and not subject to a financing condition.
Certain Biotie shareholders and ADS holders representing in total approximately
59 per cent (on the fully diluted basis) of the outstanding shares and votes in
Biotie have subject to certain customary conditions irrevocably undertaken to
accept the Tender Offer. This includes all holders of Biotie warrants and
members of the management team of Biotie who have subject to certain customary
conditions irrevocably undertaken to tender their equity instruments into the
Tender Offer.
Board Member Mr. Don M Bailey, ViVo Capital, whose venture partner is Board
Member Mr. Mahendra G. Shah, and Versant Euro Ventures, whose managing director
is Board Member Mr. Guido Magni, representing in total approximately 27 per cent
(on the fully diluted basis) of the outstanding shares and votes in Biotie
(which is included in the 59 per cent figure mentioned in the paragraph above),
have subject to certain customary conditions irrevocably undertaken to accept
the Tender Offer. Mr. Bailey, ViVo Capital and Versant Euro Ventures have made
the commitment in question after Biotie's Board of Directors approved the entry
into the Combination Agreement. Board Members Mr. Bailey, Mr. Shah and Mr. Magni
shall not participate in the giving of the Board of Directors' statement
regarding the Tender Offer.
Dr. Ron Cohen, Acorda's President and CEO stated that "Our acquisition of Biotie
positions Acorda as a leader in Parkinson's disease therapeutic development,
with three clinical-stage compounds that have the potential to improve the lives
of people with Parkinson's. Tozadenant, Biotie's most advanced clinical program,
is a promising therapy being developed to reduce daily OFF time. Adenosine A2a
receptor antagonists may be the first new class of drugs approved for the
treatment of Parkinson's in the U.S. in over 20 years. Approximately 350,000
people with Parkinson's in the U.S. experience OFF periods, and if approved,
tozadenant could provide a much needed treatment option."
Dr. Cohen added, "Tozadenant is a compelling opportunity with potential market
exclusivity to 2030. The Phase 2 data were highly statistically significant and
clinically meaningful. We are targeting an NDA filing by the end of 2018."
Mr. William M. Burns, Chairman of the Board of Biotie commented "We have
carefully assessed the terms and conditions of the Offer and believe that it is
an attractive offer to shareholders that recognizes the strategic value of
Biotie."
Mr. Burns continued, "With the shared mission to improve the lives of patients
with neurological diseases, this transaction will allow Acorda and Biotie to
bring together their expertise and resources in order to fully maximize the
potential of tozadenant, an A2a receptor antagonist in Phase 3 for Parkinson's
disease, and SYN120, a dual 5-HT6/5-HT2A receptor antagonist in Phase 2 for
cognitive and psychotic disorders, and to bring new medicines to patients. We
are excited about this offer for our shareholders, the Biotie team and for
patients."
BACKGROUND AND REASONS FOR THE TENDER OFFER
Acorda is a biotechnology company focused on developing therapies that improve
the lives of people with neurological disorders, with its common stock listed on
Nasdaq US.
Biotie is a specialized drug development company focused on products for
neurodegenerative and psychiatric disorders. Through the acquisition, Acorda
will obtain worldwide rights to tozadenant, an oral adenosine A2a receptor
antagonist currently in Phase 3 development in Parkinson's disease (PD). In
clinical trials, tozadenant reduced average daily OFF time as an adjunct to
treatment regimens including levodopa.
Further expanding its Parkinson's pipeline, Acorda will also obtain global
rights to SYN-120, an oral, 5-HT6/5-HT2A dual receptor antagonist in Phase 2
development for Parkinson's-related dementia, with support from the Michael J.
Fox Foundation.
The acquisition also includes two other assets: BTT1023, a fully human
monoclonal antibody in Phase 2 development for primary sclerosing cholangitis
(PSC), a chronic liver disease; and Selincro, a European Medicines Agency (EMA)-
approved therapy for reduction of alcohol consumption marketed by H. Lundbeck
A/S in multiple European countries and for which the Company receives royalties.
THE TERMS AND CONDITIONS OF THE TENDER OFFER
The price offered for each share validly tendered into the Tender Offer will be
EUR 0.2946 per share in cash.
The price offered for each ADS will be EUR 23.5680 in cash, payable in the
equivalent amount of U.S. dollars determined as near to the payment date as
reasonably practicable based on the U.S. dollar spot rate against the euro
exchange rate on the nearest practicable day to the closing date of the Tender
Offer.
The price offered for each stock option or share unit issued by Biotie pursuant
to its option and equity incentive plans and convertible into Biotie shares will
be the greater of (i) EUR 0.2946 minus the applicable subscription price and
(ii) EUR 0.01 in cash. The price offered for each warrant will be EUR 0.1664 in
cash.
The specific prices for each of the stock options, share units and warrants have
been set out in Annex A of this release.
The completion of the Tender Offer will be subject to the following conditions:
a. the valid tender of outstanding shares (including outstanding shares
represented by validly tendered ADSs and validly tendered warrants)
representing, together with any outstanding shares (including outstanding
shares represented by ADSs and warrants) otherwise acquired by the offeror,
more than ninety percent (90%) of the issued and outstanding shares and
voting rights of the Company, calculated on a Fully Diluted Basis and
otherwise in accordance with Chapter 18 Section 1 of the Finnish Limited
Liability Companies Act (21.7.2006/624); as used in this paragraph "Fully
Diluted Basis" means an equation in which the numerator represents the
aggregate number of Outstanding Shares (including Outstanding Shares
represented by ADSs) and Warrants that have been validly tendered or
otherwise acquired by the Offeror and the denominator represents the
aggregate number of all Outstanding Shares (including Outstanding Shares
represented by ADSs) and Warrants, as well as shares issuable upon the
vesting and exercise of those Outstanding Equity Instruments (other than
Warrants) that have not been validly tendered into the Tender Offer or
otherwise acquired by the Offeror;
b. the expiration or termination of any applicable waiting period under the
Hart-Scott-Rodino Act;
c. no material adverse effect (as defined in the Combination Agreement) having
occurred in Biotie after 19 January 2016;
d. the Offeror not, after 19 January 2016, having received information
previously undisclosed to it that describes a material adverse effect to the
Company that occurred prior to 19 January 2016;
e. no information made public by the Company or disclosed by the Company to the
Offeror being materially inaccurate, incomplete, or misleading, and the
Company not having failed to make public any information that should have
been made public by it under applicable laws, including without limitation
the rules of Nasdaq Helsinki and Nasdaq US, provided that, in each case, the
information made public, disclosed or not disclosed or the failure to
disclose information constitutes a material adverse effect to the Company;
f. no court or regulatory authority of competent jurisdiction (including
without limitation the Finnish Financial Supervisory Authority or the SEC)
having given an order or issued any regulatory action preventing or
enjoining the completion of the Tender Offer;
g. the Board of Directors of the Company having issued its recommendation for
the Tender Offer and the recommendation remaining in force and not being
modified or changed in a manner detrimental to the Offeror; and
h. the Combination Agreement not having been terminated and remaining in force
and no event having occurred that, with the passage of time, would give the
Offeror the right to terminate the Combination Agreement under specified
sections of the Combination Agreement that give the Offeror the right to
terminate the Combination Agreement in response to a breach of the agreement
by the Company.
The Offeror reserves the right to complete the Tender Offer even if the
conditions to completion of the Tender Offer have not been fulfilled.
The Tender Offer will commence after the Offeror has obtained certain regulatory
relief from the US Securities and Exchange, which is expected to be obtained no
later than the end of February 2016, and initially run for twenty (20) banking
days. The Offeror reserves the right to extend and is obligated to extend the
acceptance period from time to time in accordance with the terms and conditions
of the Tender Offer.
The Offeror will make the filings required under the Hart-Scott-Rodino Act which
requires the Offeror to delay the completion of the Tender Offer until the
applicable waiting period pursuant to the Hart-Scott-Rodino Act has expired or
been terminated. The initial waiting period under the Hart-Scott-Rodino Act is
thirty days, unless it is earlier terminated or extended by a request for
additional information. The Offeror currently does not believe that the
completion of the Tender Offer would require regulatory approvals from
competition authorities outside the United States.
The Tender Offer will be financed through cash on Acorda's balance sheet and the
gross proceeds of a private placement to a banking institution] of approximately
USD 75 million of Acorda's common stock that was executed concurrently with the
execution of the Combination Agreement and that is expected to close by 26
January, 2016. The Tender Offer is not conditional upon obtaining any external
financing for the Tender Offer.
The detailed terms and conditions of the Tender Offer and information on how to
accept the Tender Offer will be included in the tender offer documents that will
be published by the Offeror before the commencement of the acceptance period in
Finland and in the United States.
Acorda and Biotie have undertaken to follow the Helsinki Takeover Code issued by
the Finnish Securities Market Association as referred to in the Finnish
Securities Market Act and will comply with the US Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, subject to any
relief from the US Securities and Exchange Commission.
On the date of this release, Biotie's share capital amounts to EUR
279,218,058.55 and the number of shares issued to 1,089,608,083. The Offeror
does not currently hold any shares, ADSs, option rights, share units or warrants
in Biotie.
COMBINATION AGREEMENT
The Combination Agreement sets forth the principal terms under which the Offeror
will make the Tender Offer.
Under the Combination Agreement, the Board of Directors of Biotie has
undertaken, in the event of a competing offer, not to cancel or change its
recommendation for the Tender Offer, unless
i. it determines in good faith, after taking advice from external
legal counsel and financial advisor that the competing offer is superior to the
Offeror's offer and that therefore it would no longer be in the best interest of
the shareholders, ADS holders and holders of stock options, share units and
warrants of Biotie to accept the Tender Offer and that failure to cancel or
change the Board of Directors' recommendation for the Tender Offer would be
inconsistent with the Board of Directors' fiduciary duties towards Biotie's
shareholders and holders of other equity instruments under Finnish laws; and
ii. prior to and as a precondition for cancelling or changing its
recommendation, the Board of Directors has complied with certain agreed
procedures allowing Acorda to assess the competing offer and to enhance the
Tender Offer.
Should Acorda enhance the Tender Offer so as to be at least equally favourable
to Biotie's shareholders as the competing offer, the Board of Directors has
undertaken to confirm and uphold the recommendation for the Tender Offer, as
enhanced.
Biotie has also agreed not to, directly or through its representatives, solicit
or encourage any competing offers or proposals for such offers or other
transactions competing with the Tender Offer, nor to facilitate or promote any
such competing proposals, unless the Board of Directors has determined that,
with respect to an unsolicited competing proposal, failure to take such measures
would be inconsistent with the Board of Directors' fiduciary duties. Biotie has
agreed to inform Acorda of any competing proposals and to provide Acorda an
opportunity to negotiate with the Board of Directors of Biotie on matters
arising from such competing proposals.
The Combination Agreement further includes certain representations, warranties
and undertakings by both parties customary in transactions of a similar nature,
such as conduct of business by Biotie in the ordinary course of business before
the completion of the Tender Offer and cooperation by the parties in necessary
regulatory filings and in completing the Tender Offer in the most expeditious
manner practicable.
Biotie has further undertaken to compensate Acorda for its reasonable
transaction costs in the amount of USD 4,500,000 in the event the Combination
Agreement is terminated in connection with the Board of Directors of Biotie
withdrawing or changing its recommendation for the Tender Offer.
Acorda's intention is to cause the shares of Biotie to be delisted from Nasdaq
Helsinki and the ADSs to be delisted from Nasdaq US as soon as permitted and
reasonably practicable under applicable laws and regulations.
The foregoing summary is not complete and is qualified by reference to the full
text of the Combination Agreement.
EFFECT ON BIOTIE'S CURRENT ORGANIZATION
Biotie is headquartered in Turku, Finland, with a subsidiary based in South San
Francisco, California. Following the close of the acquisition, Acorda plans to
maintain the operations of South San Francisco in full, including the staff at
that site. The future of Biotie's location in Turku will be considered
separately later on. With this addition, Acorda will have operations in three
major U.S. biotechnology centers: New York, Boston and San Francisco.
ADVISORS
Guggenheim Securities, served as Biotie Therapies' financial advisor, Davis Polk
& Wardwell LLP and Hannes Snellman Attorneys Ltd. served as Biotie's legal
advisors.
Lazard, MTS Health Partners and J.P. Morgan Securities LLC served as financial
advisors and Kirkland & Ellis, Roschier Attorneys Ltd., Covington & Burling LLP
and Jones Day LLP served as legal advisor to Acorda in connection with the
Tender Offer.
BIOTIE THERAPIES CORP.
Board of Directors
FURTHER INFORMATION
For further information, please contact:
Biotie
Timo Veromaa, President and Chief Executive Officer
Tel. +358 2 274 8900, e-mail: timo.veromaa@biotie.com
David Cook, Chief Financial Officer
Tel. +358 2 274 8900, e-mail: david.cook@biotie.com
Virve Nurmi, Investor Relations Manager
Tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com
The Trout Group LLC
Lauren Williams
Managing Director
Tel: +44 203 780 4972, e-mail: lwilliams@troutgroup.com
Jennifer Porcelli
Vice President
Tel: +1 646 378 2962, e-mail: jporcelli@troutgroup.com
Acorda
Jeff Macdonald (+ 1 914 326 5232, jmacdonald@acorda.com); or
Sijoittajasuhteet: Felicia Vonella, (+ 1 914 326 5146, fvonella@acorda.com)
INFORMATION REGARDING BIOTIE
Biotie is a specialized drug development company focused on products for
neurodegenerative and psychiatric disorders. Biotie's development has delivered
Selincro (nalmefene) for alcohol dependence, which received European marketing
authorization in 2013 and is currently being marketed across Europe by partner
Lundbeck. The current development products include tozadenant for Parkinson's
disease, which is in Phase 3 development, and two additional compounds which are
in Phase 2 development for cognitive disorders including Parkinson's disease
dementia, and primary sclerosing cholangitis (PSC), a rare fibrotic disease of
the liver.
INFORMATION REGARDING ACORDA
Founded in 1995, Acorda is a biotechnology company focused on developing
therapies that improve the lives of people with neurological disorders, with its
common stock listed on Nasdaq
US.
Acorda has an industry leading pipeline of novel neurological therapies
addressing a range of disorders, including multiple sclerosis, Parkinson's
disease, post-stroke walking deficits, epilepsy and migraine. Acorda markets
three FDA-approved therapies, including AMPYRA (dalfampridine) Extended Release
Tablets, 10 mg.
ANNEX A
The specific prices for each of the stock options, share units and warrants are
as follows:
+-------------------------------------------+----------------------------------+
|Outstanding Equity Instrument |Price offered in the Tender Offer |
| |(EUR in cash) |
+-------------------------------------------+----------------------------------+
|2011 Option Rights | |
+-+-----------------------------------------+----------------------------------+
| |2011C (subscription price EUR 0.01 per |0.2846 for each stock option |
| |share) | |
+-+-----------------------------------------+----------------------------------+
|2014 Option Rights | |
+-+-----------------------------------------+----------------------------------+
| |2014A (subscription price EUR 0.01 per |0.2846 for each stock option |
| |share) | |
+-+-----------------------------------------+----------------------------------+
| |2014B (subscription price EUR 0.01 per |0.2846 for each stock option |
| |share) | |
+-+-----------------------------------------+----------------------------------+
| |2014C (subscription price EUR 0.01 per |0.2846 for each stock option |
| |share) | |
+-+-----------------------------------------+----------------------------------+
| |2014D (subscription price EUR 0.01 per |0.2846 for each stock option |
| |share) | |
+-+-----------------------------------------+----------------------------------+
| |2014M (subscription price EUR 0.01 per |0.2846 for each stock option |
| |share) | |
+-+-----------------------------------------+----------------------------------+
|2016 Option Rights | |
+-+-----------------------------------------+----------------------------------+
| |Stock option 2016 (subscription price EUR|0.1326 for each stock option |
| |0.162 per share) | |
+-+-----------------------------------------+----------------------------------+
|2011 Share Rights | |
+-+-----------------------------------------+----------------------------------+
| |2011 Share right |0.2946 for each share right |
+-+-----------------------------------------+----------------------------------+
|2014 Share Rights | |
+-+-----------------------------------------+----------------------------------+
| |2014A (subscription price USD 0.01 per |0.2854 for each share right |
| |share) | |
+-+-----------------------------------------+----------------------------------+
| |2014B (subscription price USD 0.01 per |0.2854 for each share right |
| |share) | |
+-+-----------------------------------------+----------------------------------+
| |2014C (subscription price USD 0.01 per |0.2854 for each share right |
| |share) | |
+-+-----------------------------------------+----------------------------------+
| |2014D (subscription price USD 0.01 per |0.2854 for each share right |
| |share) | |
+-+-----------------------------------------+----------------------------------+
| |2014M (subscription price USD 0.01 per |0.2854 for each share right |
| |share) | |
+-+-----------------------------------------+----------------------------------+
|Swiss Option Rights | |
+-+-----------------------------------------+----------------------------------+
| |Swiss option (subscription price CHF |0.2032 for each stock option |
| |0.10 per share) | |
+-+-----------------------------------------+----------------------------------+
| |Swiss option (subscription price CHF |0.1026 for each stock option |
| |0.21 per share) | |
+-+-----------------------------------------+----------------------------------+
| |Swiss option (subscription price CHF |0.0386 for each stock option |
| |0.28 per share) | |
+-+-----------------------------------------+----------------------------------+
| |Swiss option (subscription price CHF |0,0112 for each stock option |
| |0.31 per share] | |
+-+-----------------------------------------+----------------------------------+
| |Swiss option (subscription price CHF |0.0100 for each stock option |
| |0.35 per share) | |
+-+-----------------------------------------+----------------------------------+
| |Swiss option (subscription price CHF |0.0100 for each stock option |
| |0.38 per share) | |
+-+-----------------------------------------+----------------------------------+
| |Swiss option (subscription price CHF |0.0100 for each stock option |
| |0.45 per share) | |
+-+-----------------------------------------+----------------------------------+
|Warrants | |
+-+-----------------------------------------+----------------------------------+
| |Warrants (subscription price EUR 0.17 per|0.1664 for each warrant |
| |share) | |
+-+-----------------------------------------+----------------------------------+
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
SOME OF THE STATEMENTS CONTAINED IN THIS ANNOUNCEMENT ARE FORWARD-LOOKING
STATEMENTS, INCLUDING STATEMENTS REGARDING THE EXPECTED CONSUMMATION OF THE
ACQUISITION, WHICH INVOLVES A NUMBER OF RISKS AND UNCERTAINTIES, INCLUDING THE
SATISFACTION OF CLOSING CONDITIONS FOR THE ACQUISITION, SUCH AS REGULATORY
APPROVAL FOR THE TRANSACTION AND THE TENDER OF AT LEAST 90% OF THE OUTSTANDING
SHARES AND VOTING RIGHTS OF THE COMPANY, THE POSSIBILITY THAT THE TRANSACTION
WILL NOT BE COMPLETED AND OTHER RISKS AND UNCERTAINTIES DISCUSSED IN THE
COMPANY'S PUBLIC FILINGS WITH THE SEC, INCLUDING THE "RISK FACTORS" SECTION OF
THE COMPANY'S REGISTRATION STATEMENT ON FORM F-1 (NO. 333-204147), AS WELL AS
THE TENDER OFFER DOCUMENTS TO BE FILED BY ACORDA AND THE
SOLICITATION/RECOMMENDATION STATEMENT TO BE FILED BY THE COMPANY. THESE
STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND
PROJECTIONS, AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS THAT MAY CAUSE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS
TO BE MATERIALLY DIFFERENT FROM ANY FUTURE STATEMENTS. THESE STATEMENTS ARE
GENERALLY IDENTIFIED BY WORDS OR PHRASES SUCH AS "BELIEVE", "ANTICIPATE",
"EXPECT", "INTEND", "PLAN", "WILL", "MAY", "SHOULD", "ESTIMATE", "PREDICT",
"POTENTIAL", "CONTINUE" OR THE NEGATIVE OF SUCH TERMS OR OTHER SIMILAR
EXPRESSIONS. IF UNDERLYING ASSUMPTIONS PROVE INACCURATE OR UNKNOWN RISKS OR
UNCERTAINTIES MATERIALIZE, ACTUAL RESULTS AND THE TIMING OF EVENTS MAY DIFFER
MATERIALLY FROM THE EXPECTED RESULTS AND/OR TIMING DISCUSSED IN THE FORWARD-
LOOKING STATEMENTS, AND YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE
STATEMENTS. ACORDA AND THE COMPANY DISCLAIM ANY INTENT OR OBLIGATION TO UPDATE
ANY FORWARD-LOOKING STATEMENTS AS A RESULT OF DEVELOPMENTS OCCURRING AFTER THE
PERIOD COVERED BY THIS ANNOUNCEMENT OR OTHERWISE.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
THE TENDER OFFER FOR THE OUTSTANDING SHARES, AMERICAN DEPOSITARY SHARES,
WARRANTS AND OTHER OUTSTANDING EQUITY INSTRUMENTS IN THE COMPANY (THE "OFFER")
HAS NOT BEEN COMMENCED. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL
COMPANY SECURITIES. THE SOLICITATION AND OFFER TO BUY COMPANY SECURITIES WILL
ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS. AT THE
TIME THE OFFER IS COMMENCED, ACORDA WILL FILE A TENDER OFFER STATEMENT ON
SCHEDULE TO WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND
THEREAFTER, THE COMPANY WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 WITH RESPECT TO THE OFFER. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE SINCE THEY
WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE
OFFER. THE OFFER TO PURCHASE, SOLICITATION/RECOMMENDATION STATEMENT AND RELATED
MATERIALS WILL BE FILED BY ACORDA AND THE COMPANY WITH THE SEC, AND INVESTORS
AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS (WHEN AVAILABLE)
AND OTHER DOCUMENTS FILED BY ACORDA AND THE COMPANY WITH THE SEC AT THE WEBSITE
MAINTAINED BY THE SEC AT WWW.SEC.GOV. INVESTORS AND SECURITY HOLDERS MAY ALSO
OBTAIN FREE COPIES OF THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER
DOCUMENTS FILED WITH THE SEC BY THE COMPANY AT WWW.BIOTIE.COM.
[HUG#1979847]
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