NeuroDerm Shareholders Approve Proposed Acquisition by Mitsubishi Tanabe Pharma Corporation
September 12 2017 - 8:37AM
NeuroDerm Ltd. (Nasdaq:NDRM), a clinical stage pharmaceutical
company developing drug-device combinations for central nervous
system (CNS) disorders, announced that at NeuroDerm’s extraordinary
general meeting of shareholders held today, NeuroDerm shareholders
voted to approve the previously announced acquisition by Mitsubishi
Tanabe Pharma Corporation (TSE Code: 4508), a publicly traded
company on the Tokyo Stock Exchange (“MTPC”), and all transactions
and arrangements contemplated under the related merger agreement,
including the merger of MT Porto Ltd., a wholly-owned subsidiary of
MTPC (“Merger Sub”) with and into NeuroDerm. At the meeting,
19,093,606 ordinary shares, or approximately 100 percent
of votes cast at the meeting, voted in favor of the merger.
NeuroDerm and MTPC entered into the foregoing
merger agreement on July 24, 2017 providing for MTPC to acquire
NeuroDerm.
NeuroDerm has also reported that all of the
antitrust approvals and clearances required for the merger have
been obtained. Subject to the satisfaction or waiver of the
closing conditions set forth in the merger agreement, the Company
expects the merger to be completed in mid-October 2017, following
the expiration of a mandatory 30-day waiting period following the
shareholder approval in accordance with Israeli law. At the
closing of the merger, NeuroDerm shareholders will have the right
to receive US$39.00 in exchange for each NeuroDerm ordinary
share.
About NeuroDerm
NeuroDerm is a clinical-stage pharmaceutical
company developing central nervous system (CNS) product candidates
that are designed to overcome major deficiencies of current
treatments and achieve enhanced clinical efficacy through
continuous, controlled administration. NeuroDerm’s main focus is in
Parkinson’s disease, where it has three clinical stage product
candidates in development which offer a solution for almost every
Parkinson’s disease patient, from moderate to the very severe stage
of the disease. The primary product candidates are a line of
levodopa and carbidopa (LD/CD) products administered through small
belt pumps that deliver a continuous, controlled dose of LD/CD. The
LD/CD product candidates, ND0612L and ND0612H, are aimed at the
treatment of moderate and advanced Parkinson’s disease patients,
respectively, and are delivered subcutaneously. NeuroDerm is also
designing a patch pump for future use. In addition, NeuroDerm is
developing ND0701, a novel subcutaneously delivered apomorphine
formulation for patients who suffer from moderate to severe
Parkinson’s disease and who do not respond well to LD/CD. NeuroDerm
is headquartered in the Weizmann Science Park in Rehovot,
Israel.
Cautionary Note Regarding
Forward-Looking Statements
In addition to historical information, this
press release contains forward-looking statements, within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended that involve risks and uncertainties. Such
forward-looking statements may include projections regarding our
future performance and may be identified by words like
“anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “future,” “will,” “seek” and similar terms or phrases.
The forward-looking statements contained in this press release are
based on management’s current expectations and projections about
future events. There are important factors that could cause our
actual results, levels of activity, performance or achievements to
differ materially from the results, levels of activity, performance
or achievements expressed or implied by the forward-looking
statements. In particular, you should consider the risks provided
under “Risk Factors” in our annual report on Form 20-F for the year
ended December 31, 2016 filed with the Securities and Exchange
Commission on March 29, 2017 and the information provided in our
Reports of Foreign Private Issuer on Form 6-K furnished to the SEC.
Any forward-looking statement made by us in this press release
speaks only as of the date hereof. Factors or events that could
cause our actual results to differ may emerge from time to time,
and it is not possible for us to predict all of them. We undertake
no obligation to publicly update any forward-looking statements,
whether as a result of new information, future developments or
otherwise.
Investor Contact:
David Carey Lazar Partners
Ltd.dcarey@lazarpartners.com +212-867-1768
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