2016-04-14 22:15:45 CEST
2016-04-14 22:15:45 CEST
REGULATED INFORMATION
Biotie Therapies - Major shareholder announcements
Disclosure under Chapter 9, Section 5 of the Finnish Securities Markets Act
BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE April 14, 2016
at 11.15 p.m.
Disclosure under Chapter 9, Section 5 of the Finnish Securities Markets Act
Biotie Therapies Corp. (Nasdaq Helsinki BTH1V; NASDAQ: BITI) ("Biotie" or the
"Company") has on April 14, 2016 received a notification in accordance with
Chapter 9, Section 5 of the Finnish Securities Markets Act ("SMA") from Acorda
Therapeutics, Inc. (Nasdaq: ACOR) ("Acorda").
According to the notification, the total number of Biotie shares and voting
rights owned through shares, ADSs and financial instruments by Acorda was
105.93 per cent of Biotie's total number of shares and voting rights on April
14, 2016. According to the notification, in accordance with the SMA and the
guidelines issued by the Finnish Financial Supervisory Authority, the notified
ownership percentages presented in the notification have been calculated against
the current total number of shares and votes published by Biotie being
1,089,608,083 (which includes the treasury shares held by Biotie) and not taking
into account the fact that also new shares could be issued based on the
warrants, option rights and share rights, thus leading to an ownership
percentage exceeding 100 percent of the shares and votes in Biotie.
According to the final results of the tender offer announced by Acorda on 13
April 2016, excluding the treasury shares held by Biotie, the shares and ADSs
tendered in the tender offer represent approximately 92.38% of the shares and
votes in Biotie, and by exercising the warrants, option rights and share rights
tendered for the subscription of Biotie shares, Acorda could increase its
holding to approximately 93.91% of the shares and votes in Biotie (again
excluding the treasury shares held by Biotie and taking into account the fact
that also new shares could be issued based on the warrants, option rights and
share rights).
Total positions of Acorda subject to the notification:
+----------------------+----------------+---------------------+----------------+
| |% of shares and |% of shares and |Total of both in|
| |voting rights |voting rights through|% (A + B) |
| |(total of A) |financial instruments| |
| | |(total of B) | |
+----------------------+----------------+---------------------+----------------+
|Resulting situation on|83.16 |22.77 |105.93 |
|the date on which | | | |
|threshold was crossed | | | |
|or reached | | | |
+----------------------+----------------+---------------------+----------------+
|Position of previous |N/A |105.92 |105.92 |
|notification (if | | | |
|applicable) | | | |
+----------------------+----------------+---------------------+----------------+
Notified details of the resulting situation on the date on which the threshold
was crossed or reached:
A: Shares and voting rights
+----------------------+----------------------------+--------------------------+
|Class/type of shares |Number of shares and voting |% of shares and voting |
|ISIN code (if |rights |rights |
|possible) +-----------+----------------+---------+----------------+
| |Direct |Indirect |Direct |Indirect |
| |(SMA 9:5) |(SMA 9:6 and |(SMA 9:5)|(SMA 9:6 and |
| | |9:7) | |9:7) |
+----------------------+-----------+----------------+---------+----------------+
|Shares |656,484,443|- |60.25 |- |
|(FI0009011571) | | | | |
+----------------------+-----------+----------------+---------+----------------+
|American |249,643,280|- |22.91 |- |
|Depositary Shares | | | | |
|(ADS), | | | | |
|each representing | | | | |
|80 Shares | | | | |
|(FI0009011571) | | | | |
+----------------------+-----------+----------------+---------+----------------+
|SUBTOTAL A |906,127,723 |83.16 |
+----------------------+----------------------------+--------------------------+
B: Financial instruments according to SMA 9:6a
+----------------+------------+------------+------------+-------------+--------+
|Type of |Expiration |Exercise/ |Physical or |Number of |% of |
|financial |date |Conversion |cash |shares and |shares |
|instrument | |period |settlement |voting rights|and |
| | | | | |voting |
| | | | | |rights |
+----------------+------------+------------+------------+-------------+--------+
|Warrants |Nov 1, 2020 |Nov 1, 2015 |Physical |220,400,001 |20.23 |
|entitling | |- |settlement | | |
|to subscribe for| |Nov 1, 2020 | | | |
|Shares | | | | | |
|(FI0009011571) | | | | | |
+----------------+------------+------------+------------+-------------+--------+
|2011 option |Feb 28, 2017|Jan 1, 2016 |Physical |435,000 |0.04 |
|rights | |- Feb |settlement | | |
|entitling to | |28, 2017 | | | |
|subscribe for | | | | | |
|Shares | | | | | |
|(FI0009011571) | | | | | |
+----------------+------------+------------+------------+-------------+--------+
|2014 option |Depending on|Depending on|Physical |7,160,125 |0.66 |
|rights |the option |the |settlement | | |
|entitling to |series |option | | | |
|subscribe for |Feb |series | | | |
|Shares |28, 2017; |Jan 1, 2016 | | | |
|(FI0009011571) |Feb |- Feb | | | |
| |28, 2018; |28, 2017; | | | |
| |or Feb |Jan 1, | | | |
| |28, 2019 |2017 - Feb | | | |
| | |28, | | | |
| | |2018; or Jan| | | |
| | |1, | | | |
| | |2018 - Feb | | | |
| | |28, | | | |
| | |2019 | | | |
+----------------+------------+------------+------------+-------------+--------+
|2016 option |Jan 1, 2026 |Jan 1, 2017 |Physical |12,401,120 |1.14 |
|rights | |- Jan |settlement | | |
|entitling to | |1, 2026 | | | |
|subscribe for | | | | | |
|Shares | | | | | |
|(FI0009011571) | | | | | |
+----------------+------------+------------+------------+-------------+--------+
|Swiss option |Depending on|Depending on|Physical |1,949,116 |0.18 |
|rights entitling|the grant |the |settlement | | |
|to |date of |grant date | | | |
|subscribe for |the option |of the | | | |
|Shares |June |option | | | |
|(FI0009011571) |18, 2018; |June | | | |
| |Sep |18, 2008 - | | | |
| |15, 2018; |June | | | |
| |Jan |18, 2018; | | | |
| |23, 2019; |Sep | | | |
| |March |15, 2008 - | | | |
| |11, 2020 |Sep | | | |
| |or Dec |15, 2018; | | | |
| |7, 2020 |Jan | | | |
| | |23, 2009 - | | | |
| | |Jan | | | |
| | |23, 2019; | | | |
| | |March | | | |
| | |11, 2010 - | | | |
| | |March | | | |
| | |11, 2020 or | | | |
| | |Dec 7, 2010 | | | |
| | |- | | | |
| | |Dec 7, 2020 | | | |
+----------------+------------+------------+------------+-------------+--------+
|2011 share |February 29,|Jan 6, 2016 |Physical |25,000 |0.00 |
|rights |2016, |- Feb |settlement | | |
|entitling to |subject to |29, 2016, | | | |
|Shares |extension by|subject | | | |
|(FI0009011571) |the |to extension| | | |
| |Biotie board|by | | | |
| |in |the Biotie | | | |
| |accordance |board in | | | |
| |with |accordance | | | |
| |the terms |with | | | |
| |and |the terms | | | |
| |conditions |and | | | |
| |of the |conditions | | | |
| |2011 share |of the | | | |
| |rights |2011 share | | | |
| | |rights | | | |
+----------------+------------+------------+------------+-------------+--------+
|2014 share |Depending on|Depending on|Physical |5,652,188 |0.52 |
|rights |the tranche |the |settlement | | |
|entitling to |Feb |tranche Jan | | | |
|Shares |29, 2016; |5, | | | |
|(FI0009011571) |Feb |2016 - Feb | | | |
| |28, 2017 or |29, | | | |
| |Feb |2016; Jan | | | |
| |28, 2018, |5, 2017 | | | |
| |subject to |- Feb | | | |
| |extension by|28, 2017; | | | |
| |the |Jan 5, 2018 | | | |
| |Biotie board|- Feb | | | |
| |in |28, 2018, | | | |
| |accordance |subject | | | |
| |with |to extension| | | |
| |the terms |by | | | |
| |and |the Biotie | | | |
| |conditions |board in | | | |
| |of the |accordance | | | |
| |2014 share |with | | | |
| |rights |the terms | | | |
| | |and | | | |
| | |conditions | | | |
| | |of the | | | |
| | |2014 share | | | |
| | |rights | | | |
+----------------+------------+------------+------------+-------------+--------+
|SUBTOTAL B |248,022,550 |22.77 |
+------------+-------------+--------+
The person subject to the notification obligation is not controlled by any
natural person or legal entity and does not control any other undertaking(s)
holding directly or indirectly an interest in the (underlying) issuer.
The completion trades for the shares and other equity interests than the ADSs
tendered into Acorda public tender offer for all the equity interests in Biotie
have been executed on 14 April 2016, and the completion trades for the ADSs will
be executed on 18 April 2016. All the completion trades will be settled on or
about 18 April 2016, whereby the title to the equity interests tendered into the
tender offer will pass to Acorda.
Additionally, according to the notification, the warrants, option rights and
share rights tendered into the tender offer entitle their holder to subscribe
either existing treasury shares held by Biotie (or its subsidiaries) or new
shares issued by Biotie. Based on the information published by Biotie, Biotie
currently holds 108,686,288 treasury shares.
In Turku, April 14, 2016
Biotie Therapies Corp.
Timo Veromaa
President and CEO
For further information, please contact:
Virve Nurmi, Investor Relations Manager, Biotie Therapies Corp.
tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com
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