The Baupost Group signed an undertaking with Acorda Therapeutics in connection with its merger agreement with Biotie Therapies.
Based on its 13D filing with the Securities and Exchange Commission (SEC), Baupost Group irrevocably promises to accept the tender offer and to deliver evidence of its acceptance to Acorda Therapeutics within ten days of the beginning of the acceptance period of the tender offer.
The hedge fund also agreed that it will not exercise its voting rights related to any outstanding shares, American Depositary Shares (ADS) or shares subscribed based on a warrant in favor of a competitive transactions, subject to certain exceptions.
According to Baupost, its undertaking with Acorda Therapeutics will be terminated under certain conditions including the failure of Biotie Therapies to recommend the tender offer to its shareholders and any amendment that reduces the offer consideration or materially changes the terms and conditions of the tender offer.
The undertaking will also be terminated if the tender offer is completed and settled; Acorda publicly announced a decision not to complete it, and a failure to close it by June 19, 2016.
The Board of Directors of Biotie Therapies fails to recommend that the holders of outstanding shares, ADSs and warrants accept the tender offer, modifies or withdraws such recommendation.
Baupost stakes in Biotie
Baupost owns 172,711,112 shares or 17.1% stake in Biotie Therapies based on its regulatory filing. The hedge fund’s undertaking indicated that it beneficially owns 30,555,556 shares (not including shares represented by ADS or warrants), 1,395,000 ADS, and 30,555,556 warrants.
Acorda merger agreement with Biotie
Biotie Therapies signed a merger agreement with Acorda Therapeutics on January 19, 2016.
Under the agreement, Acorda Therapeutics offered to acquire all of the outstanding shares of common stock, ADS, options, restricted unit awards and warrants of shareholders in Biotie Therapies through a public tender and if necessary through compulsory redemption proceedings in compliance with the Finnish Companies Act.
Acorda Therapeutics agreed to pay shareholders the following amount:
- €0.2946 in cash per share,
- €23.5680 in cash per ADS, 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,
- various prices for the options and restricted unit awards depending on their exercise price
- €0.1664 in cash per warrant, representing an aggregate equity purchase price of approximately €334 million (or approximately $363 million based on an exchange rate of 1.0864 U.S. dollars to euros)