Forward Pharma A/S Announces Change in Ratio of American Depositary Shares to Ordinary Shares
November 26 2019 - 4:05PM
Forward Pharma A/S (NASDAQ:FWP) (“Forward” or the “Company”) today
announced that its Board of Directors has approved a change in the
number of its ordinary shares represented by American Depositary
Shares (“ADSs”), issued by the Bank of New York Mellon as
depositary, from two ordinary shares per ADS to 14 ordinary shares
per ADS. The change in exchange ratio for the ADSs will have the
same effect as a 1-for-7 reverse stock split of the ADSs. The ADSs
will continue to trade on the Nasdaq Capital Market. Forward’s
ordinary shares will not be affected by the change, the change will
have no effect on the total number of ordinary shares in the ADS
program, nor will it affect the total market value of our ADS or
the market cap of the Company.
The new ADS to ordinary share ratio of 1-for-14 will be
effective prior to the commencement of trading on the Nasdaq
Capital Market on Friday, December 6, 2019. The change in ratio is
intended to increase the per share trading price of the Company’s
ADSs to satisfy the $1.00 minimum bid price requirement for
continued listing on the Nasdaq Capital Market.
No fractional ADSs will be issued. Holders who would otherwise
receive fractional ADSs will receive a cash payment in lieu of such
fractional ADSs. The cash in lieu rate will be set when the
depositary sells the ADSs that would otherwise have been issued as
fractional ADSs in one or more market trades.
ADS holders with ADSs held in book-entry form or through a bank,
broker or other nominee are not required to take any action and
will see the impact of the change to the ADS ratio reflected in
their accounts after December 6, 2019. Beneficial holders may
contact their bank, broker or nominee for more information. ADS
holders with ADSs held in certificate form may exchange their
certificates for book-entry ADSs resulting from the changed ADS
ratio. Shortly after December 6, 2019, such ADS holders will
receive a Letter of Transmittal and instructions for exchanging
their certificates from the depositary.
About Forward Pharma:
Forward Pharma A/S is a Danish biopharmaceutical company that
commenced development in 2005 of a proprietary formulation of DMF
for the treatment of inflammatory and neurological indications. The
Company granted to Biogen an irrevocable license to all of its IP
through the License Agreement and received from Biogen a
non-refundable cash fee of $1.25 billion in February 2017, with the
return of EUR 917.7 million to shareholders through a capital
reduction in September 2017. The Company has the opportunity to
receive royalties from Biogen on Biogen’s net sales of Tecfidera®
or other DMF products for multiple sclerosis outside the U.S.,
dependent on, among other things, a favorable outcome in Europe
with respect to the ‘355 Patent Opposition Proceeding, including
any appeal thereto.
The principal executive offices are located at Østergade 24A,
1st Floor, 1100 Copenhagen K, Denmark and our ADSs are publicly
traded on the Nasdaq Stock Market (FWP). For more information about
the Company, please visit our website
at http://www.forward-pharma.com.
Forward Pharma A/S Investor Relations
Contact:
Forward Pharma A/S Claus Bo Svendsen, MD, PhD Chief Executive
Officer
Investor Relations investors@forward-pharma.com
Solebury Trout John Graziano jgraziano@troutgroup.com +1
(646) 378 2942
Forward Looking Statements:
Certain statements in this press release may constitute
“forward-looking statements” of Forward Pharma A/S within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to,
statements which contain language such as “believe,” “expect,”
“anticipate,” “estimate,” “would,” “may,” “plan,” and “potential.”
Forward-looking statements are predictions only, which involve
known and unknown risks, uncertainties and other factors that may
cause actual results to be materially different from those
expressed in such statements. Many such risks, uncertainties and
other factors are taken into account as part of our assumptions
underlying these forward-looking statements and include, among
others, risks related to the following: the ability of the Company
to regain compliance with the Nasdaq Listing Rules, the
satisfaction of certain conditions, and the accuracy of certain
representations of the Company, in the Settlement and License
Agreement entered into with subsidiaries of Biogen Inc. and certain
other parties thereto; our ability to obtain, maintain, enforce and
defend issued patents with royalty-bearing claims; our ability to
prevail in or obtain a favorable decision in the ‘355 patent
European Opposition Proceeding, after all appeals; the expected
timing for key activities and an ultimate ruling in such legal
proceedings; the issuance and term of our patents; future sales of
Tecfidera®, including impact on such sales from competition,
generic challenges, regulatory involvement and pricing pressures;
the scope, validity and enforceability of our intellectual property
rights in general and the impact on us of patents and other
intellectual property rights of third parties; our ability to
defend our tax filing positions; and the sufficiency of the
Company's cash resources. Certain of these and other risk factors
are identified and described in detail in certain of our filings
with the United States Securities and Exchange Commission,
including our Annual Report on Form 20-F for the year ended
December 31, 2018. We are providing this information as of the date
of this release and do not undertake any obligation to update any
forward-looking statements contained in this press release as a
result of new information, future events or otherwise.
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