Forward Pharma announces planned distribution of EUR 19.45 per share to Shareholders
July 18 2017 - 8:05AM
Forward Pharma A/S (NASDAQ:FWP) (“the Company” or “Forward”)
today announced plans to return EUR 19.45 per share amounting to a
total of EUR 917.7 million to its shareholders through a capital
reduction. This decision is based on a careful evaluation of the
most appropriate capital allocation strategy after receipt of the
non-refundable USD 1.25 billion cash fee from Biogen. The capital
reduction aligns the amount of working capital with the adjusted
business activities following the settlement and license agreement
with Biogen.
Forward will today convene an extraordinary general meeting to
obtain the approval of the capital reduction by its shareholders
on August 2, 2017 and, subject to shareholder approval, plans
to complete the capital reduction in early September
2017. Shareholders representing more than two-thirds of
Forward’s voting share capital have irrevocably agreed to vote in
favor of the capital reduction.
Forward expects to file today a Form 6-K with the United
States Securities and Exchange Commission containing the
materials for the extraordinary general meeting and certain related
documents. For information about taxation of shareholders and
holders in the United States of Forward’s American
Depositary Shares (“ADSs”), please see Forward Pharma A/S’s
prospectus and information in the latest annual report for the year
ended December 31, 2016, filed under form 20-F with the United
States Securities and Exchange Commission (SEC). The Company
advises shareholders as well as holders of ADSs to consult their
own tax advisors with respect to the tax ramifications of the
currently planned distribution from the Company.
About Forward Pharma: Forward Pharma
A/S is a Danish biopharmaceutical company that commenced
development in 2005 of FP187, a proprietary formulation of DMF for
the treatment of inflammatory and neurological
indications. The Company owns a significant intellectual
property (IP) portfolio related to DMF formulations. The Company
granted to Biogen an irrevocable license to all of its IP through
the recent settlement and license agreement with Biogen and
received from Biogen a non-refundable cash fee of USD 1.25
billion in February 2017. The Company has the opportunity
to receive royalties from Biogen on sales of Tecfidera® or
other DMF products for MS, dependent on, among other things,
successfully appealing the U.S. interference and a favorable
outcome in Europe with respect to the EP2801355
opposition proceeding.
The principal executive offices are located at Østergade 24A,
1st Floor, 1100 Copenhagen K, Denmark and our American
Depositary Shares are publicly traded on NASDAQ Stock
Market (FWP). For more information about the Company,
please visit our web site
at http://www.forward-pharma.com.
Forward Pharma A/S Investor Relations Contact:
Forward Pharma A/S Dr. Claus Bo Svendsen, Chief Executive
Officer Investor Relations investors@forward-pharma.com
The Trout Group John Graziano jgraziano@troutgroup.com +1 (646)
378 2942
Forward Looking Statements: Certain statements
in this press release may constitute “forward-looking statements”
of Forward Pharma A/S within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include, but are not limited to, statements which
contain language such as “believe”, “expect”, “anticipate”,
“estimate”, “would”, “may”, “plan” and “potential”. Forward-looking
statements are predictions only, which involve known and unknown
risks, uncertainties and other factors that may cause actual
results to be materially different from those expressed in such
statements. Many such risks, uncertainties and other factors are
taken into account as part of our assumptions underlying these
forward-looking statements and include, among others, risks related
to the following: the timing and tax consequences of our planned
distribution to shareholders; the benefits of the mechanism of the
planned distribution relative to other potential mechanisms for a
return of capital; the satisfaction of certain conditions, and the
accuracy of certain representations of the Company, in the
settlement and license agreement entered into with subsidiaries
of Biogen Inc. and certain other parties thereto; our
ability to obtain, maintain, enforce and defend issued patents with
royalty-bearing claims; our ability to prevail in the interference
proceeding after all appeals and obtain issuance of the ’871
application; our ability to prevail in or obtain a favorable
decision in the ‘355 European opposition proceedings, after all
appeals; the expected timing for key activities and an ultimate
ruling in such legal proceedings; the issuance and term of our
patents; future sales of Tecfidera®, including impact on such sales
from competition, generic challenges, regulatory involvement and
pricing pressures; the scope, validity and enforceability of our
intellectual property rights in general and the impact on us of
patents and other intellectual property rights of third parties;
and our ability to generate revenue from product sales in the U.S.
directly or through an assignee of our U.S. co-exclusive license
rights in the event Biogen does not obtain an exclusive license
from us in the U.S. Certain of these and other risk factors are
identified and described in detail in certain of our filings with
the United States Securities and Exchange Commission,
including our Annual Report on Form 20-F for the year
ended December 31, 2016. We are providing this information as
of the date of this release and do not undertake any obligation to
update any forward-looking statements contained in this press
release as a result of new information, future events or
otherwise.
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