Supernus Pharmaceuticals, Inc. (NASDAQ: SUPN) today announced that
it has successfully completed its previously announced acquisition
of Adamas Pharmaceuticals, Inc. (NASDAQ: ADMS).
“Adamas fits squarely within our corporate development strategy,
adding a late-stage commercial product with significant revenue,”
said Jack Khattar, President and CEO of Supernus Pharmaceuticals.
“In addition, the acquisition adds a new growth catalyst,
diversifies our revenue base and cash flow, and is expected to be
significantly accretive in 2022.”
Compelling Strategic Rationale
- Strengthens Parkinson’s disease
portfolio with GOCOVRI® (amantadine) extended release capsules, the
first and only FDA-approved medicine indicated for the treatment of
both OFF and dyskinesia in patients with Parkinson’s disease
receiving levodopa-based therapy and Osmolex ER® (amantadine)
extended release tablets, approved for the treatment of Parkinson’s
disease and drug-induced extrapyramidal reactions in adult
patients.
- Diversifies and increases revenue base
and cash flow, and combined with the acquisition of US WorldMeds
CNS products in 2020, significantly reduces the reliance on net
sales of Trokendi XR®.
- Potential synergies of $60 million to
$80 million in year one due to strong overlap with existing
infrastructure.
- The acquisition is expected to be
significantly accretive in 2022.
The Offer and the Merger
The tender offer (Offer) for all outstanding shares of common
stock of Adamas for (1) $8.10 per Share, in cash, less any
applicable withholding taxes and without interest (Cash Amount),
plus (2) two non-transferable and non-tradable contingent value
rights per Share, each of which represents the contractual right to
receive a contingent payments of $0.50 in cash, less any applicable
withholding taxes and without interest (each, a CVR), which amount
will become payable, if at all, if specified milestones are
achieved prior to December 31, 2024 and December 31, 2025, as
applicable (collectively, the Cash Amount with the CVRs, the Offer
Price), expired as scheduled at one minute following 11:59 p.m.,
New York time, on November 23, 2021. American Stock Transfer &
Trust Company, LLC, the depositary for the Offer, has advised
Supernus that a total of 35,478,225 Adamas shares were validly
tendered and not properly withdrawn in the Offer, representing
approximately 77.3 percent of the shares of Adamas common stock
outstanding. All of the conditions of the Offer have been
satisfied, and on November 24, 2021, Supernus and its wholly-owned
subsidiary, Supernus Reef, Inc. (Reef), accepted for payment all
Adamas shares that were validly tendered and not properly withdrawn
in the Offer, and will as promptly as practical pay for all such
validly tendered shares.
Following the completion of the Offer, Supernus completed the
acquisition of Adamas through the merger of Reef with and into
Adamas, without a vote of Adamas stockholders in accordance with
Section 251(h) of the General Corporation Law of the State of
Delaware (DGCL), with Adamas surviving the merger as a wholly-owned
subsidiary of Supernus. In connection with the merger, each Adamas
share not previously purchased in the Offer (other than (i) Adamas
shares held by Adamas (or held in Adamas’ treasury) immediately
prior to the effective time of the merger, (ii) any Adamas shares
held by Supernus or any direct or indirect wholly owned subsidiary
of Supernus immediately prior to the effective time of the merger,
or (iii) Adamas shares held by any stockholder who was entitled to
demand and properly demanded appraisal of such shares pursuant to,
and who complied in all respects with, Section 262 of the DGCL and
who, as of the effective time of the merger, has neither
effectively withdrawn nor lost its rights to such appraisal and
payment under the DGCL with respect to such shares) was converted
into the right to receive the Offer Price, less any applicable
withholding taxes and without interest. Adamas’s common stock will
be delisted from the NASDAQ Stock Market.
Each CVR paid to Adamas stockholders represents a
non-transferable and non-tradable contractual contingent right to
receive a cash payment of $0.50, without interest and less any
required withholding taxes, upon the achievement of the applicable
milestone (each such amount, a Milestone Payment) in accordance
with the terms of a Contingent Value Rights Agreement entered into
among Supernus and American Stock Transfer & Trust Company,
LLC, as rights agent, (CVR Agreement). One Milestone Payment is
payable (subject to certain terms and conditions) upon the first
occurrence of the achievement of aggregate worldwide net sales of
GOCOVRI® in excess of $150,000,000 during any consecutive 12-month
period ending on or before December 31, 2024 (Milestone 2024).
Another Milestone Payment is payable (subject to certain terms and
conditions) upon the first occurrence of the achievement of
aggregate worldwide net sales of GOCOVRI in excess of $225,000,000
during any consecutive 12-month period ending on or before December
31, 2025 (Milestone 2025 and, together with Milestone 2024, the
Milestones). Each Milestone may only be achieved once. The maximum
amount payable with respect to the two CVRs issued in respect to
each Share is $1.00 in the aggregate. There can be no assurance any
payments will be made with respect to any CVR.
Advisors
Jefferies LLC acted as the exclusive financial advisor to
Supernus. Lazard acted as the exclusive financial advisor to
Adamas. Saul Ewing Arnstein & Lehr LLP served as legal counsel
and Grant Thornton provided due diligence services to Supernus, and
Cooley LLP served as legal counsel to Adamas.
About Supernus
Supernus Pharmaceuticals is a biopharmaceutical company focused
on developing and commercializing products for the treatment of
central nervous system (CNS) diseases.
Our diverse neuroscience portfolio includes approved treatments
for epilepsy, migraine, ADHD, hypomobility in Parkinson’s disease,
cervical dystonia and chronic sialorrhea. We are developing a broad
range of novel CNS product candidates including new potential
treatments for hypomobility in Parkinson’s disease, epilepsy,
depression and rare CNS disorders.
For more information, visit www.supernus.com
Cautionary Statement Regarding Forward-Looking
Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These statements do not convey historical information but
relate to predicted or potential future events that are based upon
management's current expectations. These statements are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements. In
addition to the factors mentioned in this press release, such risks
and uncertainties include, but are not limited to, the risk that
the effects of disruption from the transactions of Adamas’s
business and the fact that the transactions may make it more
difficult to establish or maintain relationships with employees,
manufactures, suppliers, vendors, business partners and
distribution channels to patients; the risk that stockholder
litigation in connection with the transactions may result in
significant costs of defense, indemnification and liability; the
Company’s ability to sustain and increase its profitability; the
Company’s ability to raise sufficient capital to fully implement
its corporate strategy; the implementation of the Company’s
corporate strategy; the Company’s future financial performance and
projected expenditures; the Company’s ability to increase the
number of prescriptions written for each of its products and
products acquired through the acquisition of Adamas; the Company’s
ability to increase its net revenue from its products and products
acquired through the acquisition of Adamas; the Company’s ability
to commercialize its products including Qelbree; the Company’s
ability to enter into future collaborations with pharmaceutical
companies and academic institutions or to obtain funding from
government agencies; the Company’s product research and development
activities, including the timing and progress of the Company’s
clinical trials, and projected expenditures; the Company’s ability
to receive, and the timing of any receipt of, regulatory approvals
to develop and commercialize the Company’s product candidates; the
Company’s ability to protect its intellectual property and operate
its business without infringing upon the intellectual property
rights of others; the Company’s expectations regarding federal,
state and foreign regulatory requirements; the therapeutic
benefits, effectiveness and safety of the Company’s product
candidates; the accuracy of the Company’s estimates of the size and
characteristics of the markets that may be addressed by its product
candidates; the Company’s ability to increase its manufacturing
capabilities for its products and product candidates; the Company’s
projected markets and growth in markets; the Company’s product
formulations and patient needs and potential funding sources; the
Company’s staffing needs; and other risk factors set forth from
time to time in the Company’s filings with the Securities and
Exchange Commission made pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended. The Company undertakes
no obligation to update the information in this press release to
reflect events or circumstances after the date hereof or to reflect
the occurrence of anticipated or unanticipated events.
Supernus ContactsJack A. Khattar, President and
CEOTimothy C. Dec, Senior Vice President and CFOSupernus
Pharmaceuticals, Inc.Tel: (301) 838-2591
or
Investors:Peter VozzoICR WestwickeOffice: (443) 213-0505Mobile:
(443) 377-4767Email: peter.vozzo@westwicke.com
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