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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
ADAMAS PHARMACEUTICALS, INC.
(Name of Subject Company (Issuer))
Supernus Reef, Inc.
(Offeror)
A Wholly Owned Subsidiary of
SUPERNUS PHARMACEUTICALS, INC.
(Parent of Offeror)
Common Stock par value $0.001 per share
(Title of Class of Securities)​
00548A106
(CUSIP Number of Class of Securities)​
Timothy C. Dec
Senior Vice President and Chief Financial Officer
Supernus Pharmaceuticals, Inc.
9715 Key West Ave
Rockville, Maryland 20850
Telephone: (301) 838-2500
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)​
With copies to:
Mark I. Gruhin, Esq.
George A. Naya, Esq.
Saul Ewing Arnstein & Lehr LLP
1919 Pennsylvania Avenue NW, Suite 550
Washington, DC 20006
Telephone: (202) 333-8800
CALCULATION OF FILING FEE
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Transaction Valuation*
​ ​ ​
Amount of Filing Fee**
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$394,349,917
​ ​ ​
$36,557
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*
Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated as (a) an amount equal to the product of (i) $7.9875, the average of the high and low sales prices per share of Adamas Pharmaceuticals, Inc. (“Adamas”) common stock, par value $0.001 per share (each such share, a “Share”), on October 20, 2021, as reported by NASDAQ, and (ii) 50,859,663 Shares, which consist of (A) 48,313,273 Shares outstanding (inclusive of Shares that are subject to vesting or forfeiture restrictions granted pursuant to an Adamas equity incentive plan, program or arrangement) and (B) 2,546,390 Shares issuable pursuant to outstanding options with an exercise price less than $8.10 (the “Closing Amount”), less (b) an amount equal to the product of (i) 2,546,390 Shares issuable pursuant to outstanding options with an exercise price less than the Closing Amount and (ii) the weighted average exercise price for such options of $4.67 per Share. The calculation of the filing fee is based on information provided by Adamas as of October 20, 2021.
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**
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2022 beginning on October 1, 2021, issued August 23, 2021, by multiplying the transaction value by 0.00009270.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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​ Amount Previously Paid: N/A ​ ​ Filing Party: N/A ​
​ Form or Registration No.: N/A ​ ​ Date Filed: N/A ​
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☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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Third-party tender offer subject to Rule 14d-1.
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Issuer tender offer subject to Rule 13e-4.
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Going-private transaction subject to Rule 13e-3.
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Amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is filed by Supernus Reef, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Supernus Pharmaceuticals, Inc., a Delaware corporation (“Supernus”). This Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Adamas Pharmaceuticals, Inc., a Delaware corporation (“Adamas”), in exchange for (a) $8.10 per Share, in cash, without interest and less any applicable withholding taxes, plus (b) two non-transferable and non-tradable contingent value rights per Share (each, a “CVR”), each of which represents the contractual right to receive a contingent payment of $0.50, in cash, without interest and less any applicable withholding taxes, which amount will become payable, if at all, if specified milestones are achieved prior to December 31, 2024 and December 31, 2025, as applicable (the “Offer Price”), on the terms and subject to the conditions set forth in the Offer to Purchase dated October 25, 2021 (together with any amendments, supplements or modifications thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments, supplements or modifications thereto, the “Letter of Transmittal”), copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.
The Agreement and Plan of Merger, dated October 10, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among Adamas, Supernus and Purchaser, a copy of which is attached as Exhibit (d)(1) hereto, and the Form of Contingent Value Rights Agreement, by and among Supernus and a rights agent mutually agreeable to Supernus and Adamas, a copy of which is attached as Exhibits (d)(2 hereto, are incorporated herein by reference with respect to Items 4, 5, 6 and 11 of this Schedule TO.
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Item 1.   Summary Term Sheet.
The information set forth in the “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
Item 2.   Subject Company Information.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Adamas Therapeutics Inc., a Delaware corporation. Adamas’ principal executive offices are located at 1900 Powell Street, Suite 1000, Emeryville, CA 94608. Adamas’ telephone number is 510-450-3500.
(b) This Schedule TO relates to the outstanding Shares. Adamas has advised Purchaser and Supernus that, as of the close of business on October 20, 2021 (the most recent practicable date), 48,313,273 Shares were issued and outstanding.
(c) The information set forth in Section 6 (entitled “Price Range of Shares; Dividends on the Shares”) of the Offer to Purchase is incorporated herein by reference.
Item 3.   Identity and Background of the Filing Person.
(a) — (c) This Schedule TO is filed by Purchaser and Supernus. The information set forth in Section 8 (entitled “Certain Information Concerning Supernus and Purchaser”) of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 4.   Terms of the Transaction.
(a)(1)(i) — (viii), (xii), (a)(2)(i) — (iv), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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the “Summary Term Sheet”
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1
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the “Introduction”
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Section 1 — “Terms of the Offer”
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•
Section 2 — “Acceptance for Payment and Payment for Shares”
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•
Section 3 — “Procedures for Accepting the Offer and Tendering Shares”
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•
Section 4 — “Withdrawal Rights”
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Section 5 — “Material U.S. Federal Income Tax Consequences”
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Section 11 — “The Merger Agreement; CVR Agreement”
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Section 12 — “Purpose of the Offer; Plans for Adamas”
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Section 13 — “Certain Effects of the Offer”
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Section 15 — “Conditions of the Offer”
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Section 16 — “Certain Legal Matters; Regulatory Approvals”
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Section 17 — “Appraisal Rights”
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•
Section 19 — “Miscellaneous”
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(a)(1)(ix) — (xi), (a)(2)(v) — (vi) Not applicable.
Item 5.   Past Contacts, Transactions, Negotiations and Agreements.
(a), (b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
•
the “Summary Term Sheet”
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•
the “Introduction”
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Section 8 — “Certain Information Concerning Supernus and Purchaser”
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•
Section 10 — “Background of the Offer; Past Contacts or Negotiations with Adamas”
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•
Section 11 — “The Merger Agreement; CVR Agreement”
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Section 12 — “Purpose of the Offer; Plans for Adamas”
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•
Schedule I
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Item 6.   Purposes of the Transaction and Plans or Proposals.
(a), (c)(1) — (7) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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the “Summary Term Sheet”
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•
the “Introduction”
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•
Section 10 — “Background of the Offer; Past Contacts or Negotiations with Adamas”
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•
Section 11 — “The Merger Agreement; CVR Agreement”
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Section 12 — “Purpose of the Offer; Plans for Adamas”
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Section 13 — “Certain Effects of the Offer”
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Schedule I
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Item 7.   Source and Amount of Funds or Other Consideration.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
 
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the “Summary Term Sheet”
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Section 9 — “Source and Amount of Funds”
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(b), (d) Not applicable.
Item 8.   Interest in Securities of the Subject Company.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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the “Summary Term Sheet”
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Section 8 — “Certain Information Concerning Supernus and Purchaser”
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Section 11 — “The Merger Agreement; CVR Agreement”
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Section 12 — “Purpose of the Offer; Plans for Adamas”
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Schedule I
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(b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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Section 8 — “Certain Information Concerning Supernus and Purchaser”
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Schedule I
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Item 9.   Persons/Assets, Retained, Employed, Compensated or Used.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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the “Summary Term Sheet”
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Section 3 — “Procedures for Accepting the Offer and Tendering Shares”
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Section 10 — “Background of the Offer; Past Contacts or Negotiations with Adamas”
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Section 18 — “Fees and Expenses”
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Item 10.   Financial Statements.
Not applicable.
Item 11.   Additional Information.
(a)(1) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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Section 8 — “Certain Information Concerning Supernus and Purchaser”
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•
Section 10 — “Background of the Offer; Past Contacts or Negotiations with Adamas”
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•
Section 11 — “The Merger Agreement; CVR Agreement”
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•
Section 12 — “Purpose of the Offer; Plans for Adamas”
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(a)(2) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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Section 12 — “Purpose of the Offer; Plans for Adamas”
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•
Section 15 — “Conditions of the Offer”
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Section 16 — “Certain Legal Matters; Regulatory Approvals”
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(a)(3) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
 
3
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Section 15 — “Conditions of the Offer”
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Section 16 — “Certain Legal Matters; Regulatory Approvals”
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(a)(4) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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Section 13 — “Certain Effects of the Offer”
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(a)(5) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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Section 16 — “Certain Legal Matters; Regulatory Approvals”
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(c) Not applicable.
 
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Item 12.   Exhibits.
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Exhibit
No.
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Description
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​ (a)(1)(A) ​ ​ ​
​ (a)(1)(B) ​ ​ ​
​ (a)(1)(C) ​ ​ ​
​ (a)(1)(D) ​ ​ ​
​ (a)(1)(E) ​ ​ ​
​ (a)(5)(A) ​ ​ ​
​ (a)(5)(B) ​ ​ ​
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(b)
​ ​ Not applicable. ​
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(d)(1)
​ ​ Agreement and Plan of Merger, dated October 10, 2021, by and among Supernus Pharmaceuticals, Inc., Supernus Reef, Inc. and Adamas Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Adamas on October 12, 2021 (File No. 001-36399)). ​
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(d)(2)
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(d)(3)
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(g)
​ ​ Not applicable. ​
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(h)
​ ​ Not applicable. ​
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* Filed herewith.
 
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SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
​ ​ ​ ​ Supernus Reef, Inc. ​
​ Date: October 25, 2021 ​ ​ By: ​ ​
/s/ Jack A. Khattar
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Name:
Jack A. Khattar
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Title:
President, Treasurer and Secretary
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​ ​ ​ ​ Supernus Pharmaceuticals, Inc. ​
​ ​ ​ ​ By: ​ ​
/s/ Jack A. Khattar
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Name:
Jack A. Khattar
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Title:
President and Chief Executive Officer
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