SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
(Amendment No. 3)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES
EXCHANGE ACT OF 1934
BIOTIE THERAPIES OYJ
(Name of Subject Company)
BIOTIE THERAPIES OYJ
(Name of Person(s) Filing Statement)
Ordinary shares, no nominal value (“Shares”)
American Depositary Shares (“ADSs”),
each representing 80 Shares
Option rights issued under the December 6, 2011 option plan (“2011 Option Rights”)
Option rights issued under the January 2, 2014 option plan (“2014 Option Rights”)
Option rights issued under the January 4, 2016 option plan (“2016 Option Rights”)
Share units issued under the December 6, 2011 equity incentive plan (“2011 Share Rights”)
Share units issued under the January 2, 2014 equity incentive plan (“2014 Share Rights”)
Option rights issued under the Swiss option plan dated June 18, 2008 (“Swiss Option Rights”)
Warrants issued on May 28, 2015 (“Warrants”)
(Title of Class of Securities)
FI0009011571 (Shares)
09074D103 (ADSs)
None (2011 Option Rights)
None (2014 Option Rights)
None (2016 Option Rights)
None (2011 Share Rights)
None (2014 Share Rights)
None (Swiss Option Rights)
None (Warrants)
(CUSIP Number of Class of Securities)
Timo Veromaa
Chief Executive Officer
Biotie Therapies Oyj
Joukahaisenkatu 6, FI-20520
Turku, Finland
(+358) 2 274-8900
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With a copy to:
Michael Davis
Sophia Hudson
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
☐
Check the box if the filing relates solely to preliminary communications made before the commencement
of a tender offer.
This Amendment No. 3
to Schedule 14D-9 (this “
Amendment
”) amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 originally filed with the United States Securities and Exchange Commission (the “
SEC
”)
on March 11, 2016 (together with the Exhibits and Annexes thereto and as amended or supplemented hereby and from time to time,
the “
Schedule 14D-9
”) by Biotie Therapies Oyj, or Biotie Therapies Corp. in
English, a public limited liability company organized under the laws of Finland (the “
Company
”).
The Schedule 14D-9 relates to the tender offer by Acorda Therapeutics, Inc., a corporation organized under the laws of Delaware
(the “
Offeror
”) to purchase all Outstanding Shares, ADSs and Outstanding Equity
Instruments of the Company, as described in the Tender Offer Statement on Schedule TO (together with the exhibits thereto, as amended,
the “
Schedule TO
”), filed by the Offeror with the SEC on March 11, 2016.
Capitalized terms used, but not otherwise
defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.
Item 8. Additional Information
Item 8 of the Schedule 14D-9 is hereby
amended and supplemented as follows:
The subsection entitled “
(f) Expiration
of the Initial Offer Period; Subsequent Offer Period; Compulsory Redemption
” is hereby deleted in its entirety and replaced
with the following:
“
(f) Expiration of the Initial
Offer Period; Subsequent Offer Period; Compulsory Redemption
On April 8, 2016 at 4:00 p.m. (Finnish
time) / 9:00 a.m. (New York time), the Initial Offer Period expired. The Company has been informed by the Offeror that, as of the
expiration of the Initial Offer Period, a total of 656,484,443 Shares, 3,120,541 ADSs, 435,000 2011 Option Rights, 4,280,125 2014
Option Rights, 12,401,120 2016 Option Rights, 1,949,116 Swiss Option Rights, 25,000 2011 Share Rights, 3,972,188 2014 Share Rights
and 220,400,001 Warrants were validly tendered and not withdrawn pursuant to the Offer, representing approximately 93.77% of the
issued and outstanding Shares and voting rights of the Company, calculated on a Fully Diluted Basis, and satisfying the Minimum
Acceptance Condition.
All Conditions have been satisfied, and
the Offeror has accepted the Equity Interests validly tendered and not withdrawn as of the expiration of the Initial Offer Period.
The Offeror will complete the Offer in accordance with its terms and conditions. The consideration will be paid to the holders
of Equity Interests who have validly tendered and not withdrawn their Equity Interests as of the expiration of the Initial Offer
Period on or about April 18, 2016, in accordance with the terms and conditions of the Offer.
In order to allow holders of Equity Interests
who had not tendered their Equity Interests by the expiration of the Initial Offer Period to tender their Equity Interests, the
Offeror will commence a Subsequent Offer Period in accordance with the terms and conditions of the Offer. The Subsequent Offer
Period will commence at 9:30 a.m. (Finnish time) / 2:30 a.m. (New York time) on April 14, 2016 and expire at 4:00 p.m. (Finnish
time) / 9:00 a.m. (New York time) on April 28, 2016.
During the Subsequent Offer Period, the
Offer can be accepted in accordance with the acceptance procedures described in the terms and conditions of the Offer. The acceptance
of the Offer during the Subsequent Offer Period is binding and cannot be withdrawn.
Payment for and acceptance of Equity Interests
validly tendered during the Subsequent Offer Period will take place on a periodic basis in intervals of one (1) week. The first
acceptance date will be April 21, 2016 and the offer consideration for Equity Interests validly tendered during the Subsequent
Offer Period on or before the first acceptance date will be made on or about April 27, 2016. The second acceptance date will be
April 28, 2016 and the offer consideration for Equity Interests validly tendered during the Subsequent Offer Period on or before
the second acceptance date will be made on or about May 4, 2016.
The Offeror will announce the final percentage
of the Equity Interests validly tendered during the Subsequent Offer Period on or about May 2, 2016.”
Item 9. Exhibits
Item 9 of the Schedule 14D-9 is hereby
supplemented:
Exhibit
No.
|
Description
|
(a)(1)(O)
|
Stock Exchange Release, dated April 13, 2016 (incorporated
by reference to Exhibit 99.1 of the Form 6-K filed by the Company on April 13, 2016 relating to the final Offer results and
the commencement of a Subsequent Offer Period).
|
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.
BIOTIE THERAPIES OYJ
|
By:
|
/s/ Timo Veromaa
|
|
Name:
|
Timo Veromaa
|
|
Title:
|
President and Chief Executive Officer
|
Dated: April 13, 2016
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