WASHINGTON, April 17,
2024 /PRNewswire/ -- Vanda Pharmaceuticals Inc.
("Vanda" or the "Company") (Nasdaq: VNDA) today announced that its
Board of Directors (the "Board") has adopted a limited duration
stockholder rights plan (the "Rights Plan") to protect stockholder
interests and maximize value for all stockholders. The Rights Plan
is effective immediately.
The Board adopted the Rights Plan in response to the unsolicited
acquisition proposal made by Future Pak, LLC ("Future Pak") on
April 1, 2024. The Board, in
consultation with its independent financial and legal advisors,
consistent with its fiduciary duties, carefully reviewed the
unsolicited acquisition proposal and concluded that it is not in
the best interests of the Company and its stockholders, as it
significantly undervalues the Company in light of its robust
clinical development pipeline, expanding commercial presence,
significant cash balance and long-term future growth prospects.
The Rights Plan is intended to enable stockholders to realize
the full value of their investment in Vanda and will reduce the
likelihood that any entity, person or group gains control of the
Company through open-market accumulation without paying all
stockholders an appropriate control premium or providing the Board
sufficient opportunity to make informed judgments and take actions
that are in the best interests of all stockholders. The Rights Plan
applies equally to all current and future stockholders and is not
intended to deter offers or preclude the Board from considering
offers that are fair and otherwise in the best interest of the
Company's stockholders.
The Rights Plan is similar to other plans adopted by publicly
held companies in comparable circumstances. Under the Rights Plan,
the rights will become exercisable if any person, entity or group
acquires beneficial ownership of 10% or more of Vanda's outstanding
common stock in a transaction not approved by the Board. In the
event that the rights become exercisable due to the triggering
ownership threshold being crossed, each right will entitle its
holder (other than the person, entity or group triggering the
Rights Plan, whose rights will become void and will not be
exercisable) to purchase, at the then-current exercise price,
additional shares of common stock or equivalent securities having a
then-current market value of twice the exercise price of the
right.
The Rights Plan has a one-year term, expiring on April 16,
2025. The Board may consider an earlier termination of the Rights
Plan as circumstances warrant. The dividend distribution of rights
will be payable to stockholders of record as of the close of
business on April 29, 2024.
Additional details of the Rights Plan will be contained in a
Form 8-K to be filed by the Company with the U.S. Securities and
Exchange Commission (the "SEC"). The filing will be available on
the SEC's website at www.sec.gov.
About Vanda Pharmaceuticals Inc.
Vanda is a leading
global biopharmaceutical company focused on the development and
commercialization of innovative therapies to address high unmet
medical needs and improve the lives of patients. For more on Vanda
Pharmaceuticals Inc., please visit www.vandapharma.com and follow
us on X @vandapharma.
Forward Looking Statement
Various statements in this
press release are "forward-looking statements" under the securities
laws. These forward-looking statements include, without limitation,
statements with respect to the anticipated benefits and expected
consequences of the Rights Plan that the Board has adopted. The
words "anticipate," "assume," "believe," "budget," "continue,"
"could," "estimate," "expect," "intend," "may," "plan,"
"potential," "predict," "project," "should," "will," "future" and
the negative of these or similar terms and phrases are intended to
identify forward-looking statements in this press release. Although
Vanda believes any such statements are based on reasonable
assumptions, actual outcomes may differ materially. Any such
statements are made in reliance on the "safe harbor" protections
provided under the Private Securities Reform Act of 1995. There can
be no assurance that the results or developments anticipated by
Vanda will be realized or, even if substantially realized, that
they will have the expected consequences to, or effects on,
Vanda.
Forward-looking statements in this press release should be
evaluated together with the various risks and uncertainties that
affect Vanda's business and market, particularly those identified
in the "Cautionary Note Regarding Forward-Looking Statements",
"Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" sections of Vanda's
most recent Annual Report on Form 10-K, as updated by Vanda's
subsequent Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and other filings with the SEC, which are available at
www.sec.gov.
All written and verbal forward-looking statements attributable
to Vanda or any person acting on its behalf are expressly qualified
in their entirety by the cautionary statements contained or
referred to herein. Vanda cautions investors not to rely too
heavily on the forward-looking statements Vanda makes or that are
made on its behalf. The information in this press release is
provided only as of the date of this press release, and Vanda
undertakes no obligation, and specifically declines any obligation,
to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
Vanda Corporate Contact:
Kevin Moran
Senior Vice President, Chief Financial Officer and Treasurer
Vanda Pharmaceuticals Inc.
202-734-3400
pr@vandapharma.com
Jim Golden / Jack Kelleher / Dan
Moore
Collected Strategies
VANDA-CS@collectedstrategies.com
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SOURCE Vanda Pharmaceuticals Inc.