UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities
Exchange Act of 1934
Adamas Pharmaceuticals, Inc.
(Name of Subject Company)
Adamas Pharmaceuticals, Inc.
(Name of Person Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
00548A106
(CUSIP Number of Class of Securities)
Christopher B. Prentiss
Chief Financial Officer
Adamas Pharmaceuticals, Inc.
1900 Powell Street, Suite 1000
Emeryville, California
(510) 450-3500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
Jamie Leigh
Ian Nussbaum
Cooley LLP
101 California Street, 5th Floor
San Francisco, CA 94111-5800
(415) 693-2000
x Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Schedule 14D-9 filing
consists of the following communications related to the announcement of the entry into an Agreement and Plan of Merger, dated October
10, 2021, by and among, Adamas Pharmaceuticals, Inc., a Delaware corporation (“Adamas” or the “Company”)
entered into an Agreement and Plan of Merger, by and among Adamas, Supernus Pharmaceuticals, Inc., a Delaware corporation (“Supernus”),
and Supernus Reef, Inc., a Delaware corporation and a wholly owned subsidiary of Supernus (“Purchaser”).
The information set forth
under Items 1.01, 8.01 and 9.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
by the Company on October 12, 2021 (including the exhibit attached thereto) is incorporated herein by reference.
Additional Information and Where to Find It
The tender offer for the outstanding common stock
of Adamas has not been commenced. This filing does not constitute a recommendation, an offer to purchase or a solicitation of an offer
to sell Adamas securities. At the time the tender offer is commenced, Supernus and Purchaser, will file a Tender Offer Statement on Schedule
TO (including an Offer to Purchase) with the SEC and thereafter, Adamas will file a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC, in each case, with respect to the tender offer. The solicitation and offer by Supernus to purchase shares of Adamas common
stock will only be made pursuant to such Offer to Purchase and related materials. Once filed, investors and security holders are urged
to read these materials (including the Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents, as
each may be amended or supplemented from time to time) carefully since they will contain important information that Adamas investors
and security holders should consider before making any decision regarding tendering their common stock, including the terms and conditions
of the tender offer. The Tender Offer Statement, Offer to Purchase, Solicitation/Recommendation Statement and related materials will
be filed with the SEC, and Adamas investors and security holders may obtain a free copy of these materials (when available) and other
documents filed by Supernus, Purchaser and Adamas with the SEC at the website maintained by the SEC at www.sec.gov. In addition, the
Tender Offer Statement and other documents that Supernus and Purchaser file with the SEC will be made available to all investors and
security holders of Adamas free of charge from the information agent for the tender offer. Investors may also obtain, at no charge, the
documents filed with or furnished to the SEC by Adamas under the “Investors & Media” section of Adamas’s website
at https://www.adamaspharma.com/.
Forward Looking Statements
This filing contains forward-looking statements.
These forward-looking statements are not descriptions of historical facts, they are forward-looking statements reflecting the current
beliefs, certain assumptions and current expectations of management and may be identified by words such as “believes,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “could,”
“would,” “project,” “plan,” “potential,” “seek,” “expect,” “goal”
or the negative or plural of these words or similar expressions. Such forward-looking statements are based on management’s current
expectations, beliefs, estimates, projections and assumptions. As such, forward-looking statements are not guarantees of future performance
and involve inherent risks and uncertainties that are difficult to predict.
As a result, a number of important factors
could cause actual results to differ materially from those indicated by such forward-looking statements, including: the risk that
the proposed acquisition of Adamas by Supernus may not be completed; the possibility that competing offers or acquisition proposals
for Adamas will be made; the delay or failure of the tender offer conditions to be satisfied (or waived), including insufficient
shares of Adamas common stock being tendered in the tender offer; the failure (or delay) to receive the required regulatory
approvals of the proposed acquisition; the possibility that prior to the completion of the transactions contemplated by the
acquisition agreement, Supernus’s or the Adamas’s business may experience significant disruptions due to
transaction-related uncertainty; the effects of disruption from the transactions of the Adamas’s business and the fact that
the announcement and pendency of 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 occurrence of any event, change or
other circumstance that could give rise to the termination of the acquisition agreement; the risk that stockholder litigation in
connection with the proposed transaction may result in significant costs of defense, indemnification and liability; the failure of
the closing conditions set forth in the acquisition agreement to be satisfied or waived; the possibility that the Adamas’s
expectations as to the extent to which Adamas will be able to continue to commercialize GOCOVRI (amantadine) extended release
capsules, OSMOLEX (amantadine) extended release tablets, and any of Adamas’s other products and product candidates may not be
realized as anticipated; the possibility that the anticipated scope, rate of progress and cost of Adamas’s preclinical studies
and clinical trials and other research and development that Adamas may pursue may not materialize; the possibility that
Adamas’s estimates of its expenses, ongoing losses, future revenue, capital requirements and its needs for or ability to
obtain additional financing may not be accurate; the possibility that Adamas’s expectations may not be met as to the
sufficiency of its capital resources; the possibility that Adamas’s expectations may not be met as to its ability to obtain
and maintain intellectual property protection for its products and any of its product candidates; the possibility that
Adamas’s expectations may not be met as to the legal proceedings to which Adamas is party and related stays and terms of
settlements; the possibility that Adamas’s anticipated receipt and timing of royalties from its collaborators may not be
realized as anticipated; the possibility that Adamas’s expectations may not be met as to the revenues from its collaborations;
the possibility that Adamas’s expectations may not met be as to Adamas’s ability to retain and recruit key personnel and
third-party distributors; the possibility that Adamas’s expectations may not be met as to its anticipated financial
performance; the possibility that Adamas’s expectations may not be met as to its anticipated developments and projections
relating to its competitors or the industry in which Adamas operates; the possibility that unforeseen safety issues could emerge for
GOCOVRI that could require Adamas to change the prescribing information, limit use of the product or result in litigation; the
possibility that other manufacturers could obtain approval for generic versions of GOCOVRI or of products with which Adamas
competes; the possibility that the third-party organizations that manufacture, supply and distribute GOCOVRI may fail to perform
adequately or fulfill Adamas’s needs; the possibility that changes in healthcare law and implementing regulations may occur
and may negatively impact Adamas’s ability to generate revenues or could limit or prevent Adamas’s products’ or
product candidates’ commercial success; the possibility that regulatory filings or approvals for products or product
candidates that Adamas or its partners develop are not made or granted as currently anticipated; the possibility that Adamas is not
able to negotiate adequate pricing, coverage and adequate reimbursement for its products and product candidates with third parties
and government authorities; the possibility of political, social and economic instability, natural disasters or public health
epidemics in countries where Adamas or its collaborators conduct activities related to Adamas’s business; and a variety of
other risks set forth from time to time in Supernus’s or Adamas’s filings with the SEC, including but not limited to the
risks discussed in Supernus’s Annual Report on Form 10-K for the year ended December 31, 2020 and in its other
filings with the SEC and the risks discussed in Adamas’s Annual Report on Form 10-K for the year ended
December 31, 2020 and in its other filings with the SEC. The risks and uncertainties may be amplified by the COVID-19
pandemic, which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic impacts Supernus’s
and Adamas’s businesses, operations, and financial results, including the duration and magnitude of such effects, will depend
on numerous factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity,
the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions
can resume. Supernus and Adamas disclaim any obligation to update any of these forward-looking statements to reflect events or
circumstances after the date hereof, except as required by law.
SIGNATURE
After due inquiry and to
the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ADAMAS PHARMACEUTICALS, INC.
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By:
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/s/ Christopher B. Prentiss
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Name:
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Christopher B. Prentiss
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Title:
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Chief Financial Officer
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Dated: October 12, 2021
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