Biotie Therapies Corp. to Delist Its American Depositary Shares from the Nasdaq Global Select Market

TURKU, Finland–(BUSINESS WIRE)–Biotie Therapies Corp. (“Biotie”) today announces that its Board of
Directors has resolved to voluntarily delist its American Depositary
Shares (“ADSs”), each representing 80 Biotie ordinary shares with no
nominal value (“Shares”), from the NASDAQ Global Select Market (“NASDAQ
US”).
Biotie will deliver today written notice to NASDAQ US of its intention
to delist. Biotie believes the delisting of its ADSs from NASDAQ US is
in the best interests of Biotie and its shareholders in light of the
recent completion of the voluntary public tender offer by Acorda
Therapeutics, Inc. (Nasdaq:ACOR) (“Acorda”) to purchase all of the
issued and outstanding Biotie Shares, ADSs, stock options, share units
and warrants in Biotie not owned by Biotie or any of its subsidiaries
(the “Tender Offer”). Following completion of the Tender Offer, Acorda
owns approximately 96.8 percent of all the Shares and votes in Biotie
(excluding treasury shares held by Biotie). By exercising the other
equity interests acquired in the Tender Offer for the subscription of
Shares, Acorda could increase its holding to approximately 97.4 percent
of all the Shares and votes in Biotie (excluding treasury shares held by
Biotie).
Biotie currently intends to file with the U.S. Securities and Exchange
Commission (the “Commission”), on or about May 31, 2016, an application
on Form 25 to notify the Commission of the delisting of its ADSs from
NASDAQ US. The delisting will be effective ten (10) calendar days after
the filing of the Form 25. This means that, as of June 10, 2016, the
ADSs will not be tradable on any regulated security exchange. Biotie
Shares will remain listed on NASDAQ Helsinki Ltd., although Biotie
intends to delist the Shares from NASDAQ Helsinki Ltd. as soon as
permitted and practicable under applicable laws.
Biotie’s reporting obligations under applicable U.S. securities laws
will continue after the delisting. Following satisfaction of the
relevant deregistration conditions under the applicable U.S. securities
laws, Biotie intends to terminate its reporting obligations under U.S.
securities laws and deregister all classes of its registered securities.
Following termination of Biotie’s reporting obligations under the U.S.
Securities Exchange Act of 1934, much less information about Biotie will
be available pursuant to the U.S. securities laws. Biotie intends to
release further information on such deregistration and termination of
reporting obligations at a later date. Biotie reserves the right, for
any reason, to delay these filings, to withdraw them prior to
effectiveness, and to otherwise change its plans in respect of
delisting, deregistration and termination of reporting obligations in
any way.
As previously announced, Acorda’s intention is to acquire all the
remaining Biotie Shares and ADSs. As Acorda’s ownership in Biotie has
exceeded nine-tenths (9/10) of the Shares and voting rights in Biotie
through the Tender Offer, Acorda has filed an application with the
Redemption Committee of the Finland Chamber of Commerce to initiate
compulsory redemption proceedings for the remaining Biotie Shares under
the Finnish Companies Act (the “Subsequent Compulsory Redemption”).
Although holders of ADSs will not participate personally in the
Subsequent Compulsory Redemption (unless they wish to do so and withdraw
their Shares from the ADS program), subject to the terms of the ADS
deposit agreement and less any fees and expenses incurred under the ADS
deposit agreement, holders of ADSs will be entitled to receive the value
determined in the Subsequent Compulsory Redemption proceedings for each
Biotie Share represented by their ADSs.
About Biotie Therapies
Biotie is a biopharmaceutical 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 rolled
out across Europe by partner H. Lundbeck A/S. 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.
For more information, please visit www.biotie.com.
About Acorda Therapeutics
Founded in 1995, Acorda Therapeutics is a biotechnology company focused
on developing therapies that restore function and improve the lives of
people with neurological disorders.
Acorda has an industry leading pipeline of novel neurological therapies
addressing a range of disorders, including Parkinson’s disease,
epilepsy, post-stroke walking deficits, migraine, and multiple
sclerosis. Acorda markets three FDA-approved therapies, including
AMPYRA® (dalfampridine) Extended Release Tablets, 10 mg.
For more information, please visit www.acorda.com.
Forward-Looking Statements
Some of the statements contained in this announcement are
forward-looking statements, including statements regarding the expected
timeline for Biotie’s filing of the Form 25, the delisting of the ADSs
from NASDAQ US and Biotie’s deregistration from U.S. reporting
obligations, which involve a number of risks and uncertainties. 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
Biotie 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.