Acorda Adopts Shareholder Rights Plan
September 01 2017 - 7:00AM
Business Wire
Acorda Therapeutics, Inc. (Nasdaq: ACOR) today announced that
its Board of Directors has adopted a Shareholder Rights Plan,
effective September 1, 2017, and declared a dividend distribution
of one preferred share purchase right on each outstanding share of
the Company’s Common Stock. The Rights Plan will expire on August
31, 2018.
The Acorda Board and management team are committed to taking
actions that are in the best interest of all of our shareholders.
The Board is undertaking this action in accordance with its
fiduciary duties to act in the best interests of shareholders, as
well as its responsibilities to all of its stakeholders, including
the many patients with debilitating neurological disorders who are
served by the Company’s innovations, commitment and expertise.
The Rights Plan is intended to promote the fair and equal
treatment of all Acorda shareholders and ensure that no person or
group can gain control of Acorda through open market accumulation
or other tactics potentially disadvantaging the interest of all
shareholders. The Rights Plan will also position the Acorda Board
of Directors to fulfill its fiduciary duties on behalf of all
shareholders by ensuring that the Board has sufficient time to make
informed judgments about any attempts to take over the Company. The
Rights Plan applies equally to all current and future shareholders
and is not intended to deter offers that are fair and otherwise in
the best interest of the Company’s shareholders.
The Rights Plan, which was adopted by the Board following
evaluation and consultation with the Company’s advisors, is similar
to plans adopted by numerous publicly traded companies. The Board
adopted the Rights Plan in response to the recent accumulations of
significant portions of Acorda's outstanding Common Stock.
Under the Rights Plan, the Rights will become exercisable if a
person or group becomes the beneficial owner of 15% or more of the
Company’s outstanding Common Stock. In the event that the Rights
become exercisable due to the triggering ownership threshold being
crossed, each Right will entitle its holder to purchase, at the
Right’s exercise price, a number of shares of Common Stock or
equivalent securities having a market value at that time of twice
the Right’s exercise price. Rights held by the triggering entity
will become void and will not be exercisable to purchase shares at
the reduced purchase price. The Board of Directors will, in
general, be entitled to redeem the Rights at $0.001 per Right at
any time before the triggering ownership threshold is crossed.
The Rights Plan may be amended, redeemed or terminated by the
Acorda Board of Directors at any time prior to being triggered or
its expiration. The Rights Plan exempts any person or group
currently owning 15% or more of the Company's outstanding Common
Stock. However, the Rights will be exercisable if a person or group
that already owns 15% or more of the Company's Outstanding Common
Stock acquires any additional shares after the time of announcement
of the Rights Plan.
Additional details regarding the Rights Plan are in a Form 8-K
to be filed by the Company with the U.S. Securities and Exchange
Commission.
About Acorda TherapeuticsFounded in
1995, Acorda Therapeutics is a biopharmaceutical company
focused on developing therapies that restore function and improve
the lives of people with neurological disorders. Acorda has a
pipeline of novel neurological therapies addressing a range of
disorders, including Parkinson’s disease and multiple sclerosis.
Acorda markets three FDA-approved therapies, including AMPYRA®
(dalfampridine) Extended Release Tablets, 10 mg.
Forward-Looking StatementThis press release includes
forward-looking statements. All statements, other than statements
of historical facts, regarding management's expectations, beliefs,
goals, plans or prospects should be considered forward-looking.
These statements are subject to risks and uncertainties that could
cause actual results to differ materially, including: the ability
to realize the benefits anticipated from the Biotie and Civitas
transactions, among other reasons because acquired development
programs are generally subject to all the risks inherent in the
drug development process and our knowledge of the risks
specifically relevant to acquired programs generally improves over
time; the ability to successfully integrate Biotie’s operations
into our operations; we may need to raise additional funds to
finance our operations and may not be able to do so on acceptable
terms; our ability to successfully market and sell Ampyra
(dalfampridine) Extended Release Tablets, 10 mg in the U.S., which
will likely be materially adversely affected by the recently
announced court decision in our litigation against filers of
Abbreviated New Drug Applications to market generic versions of
Ampyra in the U.S.; the risk of unfavorable results from future
studies of Inbrija (CVT-301, levodopa inhalation powder),
tozadenant or from our other research and development programs, or
any other acquired or in-licensed programs; we may not be able to
complete development of, obtain regulatory approval for, or
successfully market Inbrija, tozadenant, or any other products
under development; third party payers (including governmental
agencies) may not reimburse for the use of Ampyra, Inbrija or our
other products at acceptable rates or at all and may impose
restrictive prior authorization requirements that limit or block
prescriptions; the occurrence of adverse safety events with our
products; failure to maintain regulatory approval of or to
successfully market Fampyra outside of the U.S. and our dependence
on our collaborator Biogen in connection therewith; competition;
failure to protect our intellectual property, to defend against the
intellectual property claims of others or to obtain third party
intellectual property licenses needed for the commercialization of
our products; and failure to comply with regulatory requirements
could result in adverse action by regulatory agencies.
These and other risks are described in greater detail in our
filings with the Securities and Exchange Commission. We may not
actually achieve the goals or plans described in our
forward-looking statements, and investors should not place undue
reliance on these statements. Forward-looking statements made in
this press release are made only as of the date hereof, and we
disclaim any intent or obligation to update any forward-looking
statements as a result of developments occurring after the date of
this press release.
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version on businesswire.com: http://www.businesswire.com/news/home/20170901005137/en/
Acorda Therapeutics, Inc.Investors/Analysts:Felicia Vonella,
914-326-5146Investor Relationsfvonella@acorda.comorMedia:Tierney
Saccavino, 914-326-5104Corporate
Communicationstsaccavino@acorda.com
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