Strongbridge Biopharma plc (Nasdaq: SBBP), a global
commercial-stage biopharmaceutical company focused on the
development and commercialization of therapies for rare diseases
with significant unmet needs, today announced that, following a
hearing before the Irish High Court, it has scheduled special
shareholder meetings for Wednesday, September 8, 2021, in
connection with the proposed acquisition of Strongbridge by Xeris
Pharmaceuticals, Inc. (“Xeris”) (the “Acquisition”).
As previously announced on May 24,
2021, Strongbridge and Xeris entered into a definitive
transaction agreement under which Xeris will
acquire Strongbridge in a stock and CVR transaction for a
transaction equity value of approximately $267 million, based on
the closing price of Xeris’ common stock
of $3.47 on May 21, 2021 and Strongbridge’s fully
diluted share capital. The Acquisition will be effected by means of
a “scheme of arrangement” under Chapter 1 of Part 9 of the Irish
Companies Act of 2014.
Holders of Strongbridge ordinary shares as of
5:00 p.m. ET in the U.S. on July 27, 2021 will be entitled to vote
at the special meetings. The first meeting, which is the special
meeting called by the Irish High Court, will be held on September
8, 2021 at 12:00 p.m. ET in the U.S. (5:00 p.m. Irish Time), at 900
Northbrook Drive, Suite 200, Trevose, Pennsylvania, 19053, USA. The
second meeting, which is the extraordinary general meeting of
shareholders, will be held on September 8, 2021 at 12:30 p.m. ET
(5:30 p.m. Irish Time), at 900 Northbrook Drive, Suite 200,
Trevose, Pennsylvania, 19053, USA, or, if later, as soon as
possible after the first meeting ends. Both meetings are being held
to seek shareholder approval of the Acquisition in accordance with
Irish law. The approval of related matters
by Strongbridge shareholders will also be sought at the
extraordinary general meeting.
Shareholders in Ireland may participate in the
special meetings by audio link at the offices of Arthur Cox LLP,
Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland.
Strongbridge expects to begin mailing a joint
proxy statement/prospectus to its shareholders in the coming days.
The proxy statement will also constitute a scheme circular under
Irish law and will provide important information about the
Acquisition for Strongbridge shareholders as well as instructions
for shareholders on voting online, by mail, by telephone or in
person.
In addition, in accordance with Rule 15(c) of
the Irish Takeover Rules, joint letters from Strongbridge and Xeris
containing details of the proposals (the “Proposals”) to the
holders of Strongbridge equity awards and restricted stock units
and, separately, to the holders of Strongbridge warrants in
connection with the Acquisition, will shortly be despatched to such
holders. If you are a holder of Strongbridge equity awards,
restricted stock units or warrants and do not receive a copy of the
Proposals, please contact:
investors@strongbridgebio.com.
Copies of the joint proxy statement/prospectus,
the Proposals, and all of the documents required to be made
available for inspection in accordance with Rule 26 of the Irish
Takeover Rules, will be made available for inspection at the
offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02
T380, Ireland and at the offices of A&L Goodbody LLP, IFSC,
Dublin 1, D01 H104, Ireland and on Xeris’ and Strongbridge’s joint
microsite at www.xerisstrongbridge.com, which can be accessed via a
link on Xeris' website at www.xerispharma.com and on Strongbridge's
website at www.strongbridgebio.com.
About Strongbridge
BiopharmaStrongbridge Biopharma is a global
commercial-stage biopharmaceutical company focused on the
development and commercialization of therapies for rare diseases
with significant unmet needs. Strongbridge’s rare endocrine
franchise includes RECORLEV® (levoketoconazole), an adrenal
steroidogenesis inhibitor with a New Drug Application that is
currently under review by the FDA for the treatment of endogenous
Cushing’s syndrome, and veldoreotide extended release, a
pre-clinical next-generation somatostatin analog being investigated
for the treatment of acromegaly and potential additional
applications in other conditions amenable to somatostatin receptor
activation. Both RECORLEV and veldoreotide have received orphan
drug designation from the FDA and the European Medicines Agency.
The company’s rare neuromuscular franchise includes
KEVEYIS® (dichlorphenamide), the first and only FDA-approved
treatment for hyperkalemic, hypokalemic, and related variants of
primary periodic paralysis. KEVEYIS has orphan drug exclusivity in
the United States.
No Offer or SolicitationThis
communication is for information purposes only and is not intended
to and does not constitute an offer to sell or the solicitation of
an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the acquisition of
Strongbridge by Xeris by means of a scheme of arrangement under
Irish law (the “Scheme”) or the other transactions contemplated by
the Transaction Agreement, dated May 24, 2021, among Strongbridge,
Xeris, Xeris Biopharma Holdings, Inc. (“HoldCo”) and Wells
MergerSub, Inc. (collectively, the “Transaction”), nor shall there
be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. In particular, this
communication is not an offer of securities for sale into the
United States. No offer of securities shall be made in the United
States absent registration under the Securities Act of 1933, as
amended, or pursuant to an exemption from, or in a transaction not
subject to, such registration requirements. The Acquisition will be
made solely by means of the Scheme Document, which contains the
full terms and conditions of the Acquisition, including details of
how Strongbridge shareholders may vote in respect of the
Acquisition.
Important Additional Information and
Where to Find ItStrongbridge, Xeris and HoldCo have
prepared and filed with the SEC the preliminary Joint Proxy
Statement/Prospectus on July 2, 2021 (File No. 333-257642) which
also constitutes a prospectus with respect to the HoldCo shares of
common stock (“HoldCo Shares”) to be issued pursuant to the
Transaction. The Joint Proxy Statement/Prospectus also contains the
Scheme Document and further information relating to the
implementation of the Transaction, the full terms and conditions of
the Transaction (including the Scheme), notices of the Strongbridge
Special Meetings and the Xeris Special Meeting (each as defined in
the Joint Proxy Statement/Prospectus) and information on HoldCo
Shares. The Joint Proxy Statement/Prospectus is not final and may
be amended. Strongbridge and Xeris may also file other documents
with the SEC regarding the Transaction. This communication is not a
substitute for the Joint Proxy Statement/Prospectus or any other
document which Strongbridge, Xeris or HoldCo may file with the
SEC.
The Joint Proxy Statement/Prospectus, as well as
Strongbridge’s and Xeris’ other public filings with the SEC, may be
obtained without charge at the SEC’s website at www.sec.gov and, in
the case of Strongbridge’s filings, at Strongbridge’s website at
www.strongbridgebio.com and, in the case of Xeris’ filings, at
Xeris’ website at www.xerispharma.com.
INVESTORS, STRONGBRIDGE SHAREHOLDERS AND XERIS
STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.
Any vote in respect of resolutions to be
proposed at the Strongbridge Special Meetings to approve the
Acquisition, the Scheme or related matters, or other responses in
relation to the Acquisition, should be made only on the basis of
the information contained in the Joint Proxy Statement/Prospectus
(including the Scheme Document). Similarly, any decision in respect
of resolutions to be proposed at the Xeris Special Meeting or any
vote in respect of, or other response to, the Transaction, should
be made only on the basis of the information contained in the Joint
Proxy Statement/Prospectus.
Participants in the
SolicitationStrongbridge, Xeris, HoldCo and their
respective directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies from their
respective shareholders in connection with the Transaction.
Information regarding the persons who may, under the rules of the
SEC, be deemed to be participants in the solicitation of
shareholders in connection with the Transaction, including a
description of their direct or indirect interests, which may be
different from those of Strongbridge shareholders or Xeris
stockholders generally, by security holdings or otherwise, are set
forth in the preliminary Joint Proxy Statement/Prospectus (which
contains the Scheme Document) and will be set forth in the final
version of the Joint Proxy Statement/ Prospectus and any other
relevant documents that are filed or will be filed with the SEC
relating to the Transaction. Information regarding Strongbridge’s
directors and executive officers is contained in Strongbridge’s
Annual Report on Form 10-K for the year ended December 31, 2020,
filed with the SEC on March 3, 2021, and its Proxy Statement on
Schedule 14A, dated and filed with the SEC on April 14, 2021.
Information regarding Xeris’ directors and executive officers is
contained in Xeris’ Annual Report on Form 10-K for the year ended
December 31, 2020, filed with the SEC on March 9, 2021, and its
Proxy Statement on Schedule 14A, dated and filed with the SEC on
April 29, 2021. You may obtain free copies of these documents using
the sources indicated above.
Forward-Looking StatementsThis
announcement contains certain forward-looking statements with
respect to a proposed transaction involving Xeris and Strongbridge
and Xeris’, Strongbridge’s and/or the combined group’s estimated or
anticipated future business, performance and results of operations
and financial condition, including estimates, forecasts, targets
and plans for Xeris and Strongbridge and, following the
Acquisition, if completed, the combined group. The words “believe,”
“expect,” “anticipate,” “project” and similar expressions, among
others, generally identify forward looking statements. These
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially from those
indicated in the forward-looking statements. Such risks and
uncertainties include, but are not limited to, the possibility that
a possible acquisition will not be pursued, failure to obtain
necessary shareholder or regulatory approvals or required financing
or to satisfy any of the other conditions to the possible
acquisition, the reaction of Xeris’ and Strongbridge’s shareholders
to the proposed transaction, adverse effects on the market price of
Xeris shares of common stock (“Xeris Shares”) or Strongbridge
ordinary shares (“Strongbridge Shares”) and on Xeris’ or
Strongbridge’s operating results because of a failure to complete
the possible acquisition, failure to realize the expected benefits
of the possible acquisition, failure to promptly and effectively
integrate Strongbridge’s businesses, negative effects relating to
the announcement of the possible acquisition or any further
announcements relating to the possible acquisition or the
consummation of the possible acquisition on the market price of
Xeris Shares or Strongbridge Shares, significant transaction costs
and/or unknown or inestimable liabilities, the risk that any
potential payment of proceeds pursuant to the CVR Agreement may not
be distributed at all or result in any value to Strongbridge
shareholders, potential litigation associated with the possible
acquisition, general economic and business conditions that affect
the combined companies following the consummation of the possible
acquisition, the impact of the COVID-19 pandemic on Xeris’ or
Strongbridge’s businesses or the combined businesses following the
consummation of the transaction, changes in global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax laws,
regulations, rates and policies, future business acquisitions or
disposals and competitive developments. These forward-looking
statements are based on numerous assumptions and assessments made
in light of Xeris’ or, as the case may be, Strongbridge’s
experience and perception of historical trends, current conditions,
business strategies, operating environment, future developments and
other factors it believes appropriate. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this
announcement could cause Xeris’ plans with respect to Xeris or
Strongbridge, Strongbridge’s or Xeris’ actual results, performance
or achievements, industry results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and persons reading this announcement
are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. Additional information about economic, competitive,
governmental, technological and other factors that may affect Xeris
is set forth in Item 1A, “Risk Factors,” in Xeris’ 2020 Annual
Report on Form 10-K, which has been filed with the SEC, the
contents of which are not incorporated by reference into, nor do
they form part of, this announcement. Additional information about
economic, competitive, governmental, technological and other
factors that may affect Strongbridge is set forth in Item 1A, “Risk
Factors,” in Strongbridge’s 2020 Annual Report on Form 10-K, which
has been filed with the SEC, the contents of which are not
incorporated by reference into, nor do they form part of, this
announcement.
Any forward-looking statements in this
announcement are based upon information available to Xeris,
Strongbridge and/or their respective boards of directors, as the
case may be, as of the date of this announcement and, while
believed to be true when made, may ultimately prove to be
incorrect. Subject to any obligations under applicable law, none of
Xeris, Strongbridge or any member of their respective boards of
directors undertakes any obligation to update any forward-looking
statement whether as a result of new information, future
developments or otherwise, or to conform any forward-looking
statement to actual results, future events, or to changes in
expectations. All subsequent written and oral forward-looking
statements attributable to Xeris, Strongbridge or their respective
boards of directors or any person acting on behalf of any of them
are expressly qualified in their entirety by this paragraph.
No Profit Forecast/Asset
ValuationsNo statement in this communication is intended
to constitute a profit forecast for any period, nor should any
statements be interpreted to mean that earnings or earnings per
share will necessarily be greater or lesser than those for the
relevant preceding financial periods for Strongbridge, Xeris or
HoldCo as appropriate. No statement in this communication
constitutes an asset valuation.
Statement Required by the Irish Takeover
RulesThe directors of Strongbridge accept responsibility
for the information contained in this communication. To the best of
the knowledge and belief of the directors of Strongbridge (who have
taken all reasonable care to ensure such is the case), the
information contained in this communication for which they
respectively accept responsibility is in accordance with the facts
and does not omit anything likely to affect the import of such
information.
Dealing Disclosure
RequirementsUnder the provisions of Rule 8.3 of the Irish
Takeover Rules, if any person is, or becomes, ‘interested’
(directly or indirectly) in 1% or more of any class of ‘relevant
securities’ of Strongbridge or Xeris, all ‘dealings’ in any
‘relevant securities’ of Strongbridge or Xeris (including by means
of an option in respect of, or a derivative referenced to, any such
‘relevant securities’) must be publicly disclosed by not later than
3:30 p.m. (New York time) on the ‘business’ day following the date
of the relevant transaction. This requirement will continue until
the date on which the Scheme becomes effective or on which the
‘offer period’ otherwise ends. If two or more persons cooperate on
the basis of any agreement, either express or tacit, either oral or
written, to acquire an ‘interest’ in ‘relevant securities’ of
Strongbridge or Xeris, they will be deemed to be a single person
for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish
Takeover Rules, all ‘dealings’ in ‘relevant securities’ of
Strongbridge by Xeris or ‘relevant securities’ of Xeris by
Strongbridge, or by any party acting in concert with either of
them, must also be disclosed by no later than 12 noon (New York
time) on the ‘business’ day following the date of the relevant
transaction.
A disclosure table, giving details of the
companies in whose ‘relevant securities’ ‘dealings’ should be
disclosed, can be found on the Panel’s website at
www.irishtakeoverpanel.ie.
‘Interests in securities’ arise, in summary,
when a person has long economic exposure, whether conditional or
absolute, to changes in the price of securities. In particular, a
person will be treated as having an ‘interest’ by virtue of the
ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in single quotation marks are defined in
the Irish Takeover Rules, which can also be found on the Panel’s
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Panel’s website at www.irishtakeoverpanel.ie or contact the Panel
on telephone number +353 1 678 9020.
PUBLICATION ON A WEBSITEIn
accordance with Rule 19.9 of the Irish Takeover Rules, a copy of
this communication will be published on Xeris’ and Strongbridge’s
joint microsite at www.xerisstrongbridge.com, which can be accessed
via a link on Xeris’ website at www.xerispharma.com and on
Strongbridge’s website at www.strongbridgebio.com.
The content of any website referred to in this
communication is not incorporated into and does not form part of
this communication.
GeneralThe release, publication
or distribution of this communication in or into certain
jurisdictions may be restricted by the laws of those jurisdictions,
including any Restricted Jurisdictions (as defined in the Scheme).
Accordingly, copies of this communication and all other documents
relating to the Transaction are not being, and must not be,
released, published, mailed or otherwise forwarded, distributed or
sent in, into or from any such Restricted Jurisdictions. Persons
receiving such documents (including, without limitation, nominees,
trustees and custodians) should observe these restrictions. Failure
to do so may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable
law, the companies involved in the proposed transaction disclaim
any responsibility or liability for the violations of any such
restrictions by any person.
THIS PRESS RELEASE IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Contacts:
Corporate and Media RelationsElixir Health
Public RelationsLindsay Rocco+1
862-596-1304lrocco@elixirhealthpr.com
Investor RelationsSolebury TroutMike Biega+1
617-221-9660mbiega@soleburytrout.com
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