Strongbridge Biopharma plc (NASDAQ: SBBP) (the “Company” or
“Strongbridge”) today announced that the High Court of Ireland (the
"Court") has approved the previously announced proposed acquisition
of Strongbridge by Xeris Pharmaceuticals, Inc. (Nasdaq: XERS)
(“Xeris”) by means of a scheme of arrangement (the "Scheme") under
Chapter 1 of Part 9 of the Irish Companies Act 2014 (the "Act").
The Court sanction hearing in relation to the
Scheme was held earlier today at which the Court sanctioned the
Scheme and confirmed the related reduction of capital.
The Scheme became effective earlier today on
October 5, 2021 upon the registration of the following documents by
the Registrar of Companies in Ireland:
- The order of the Court sanctioning
the Scheme and confirming the related reduction of capital;
and
- The minute required by Section 86
of the Act in respect of the reduction of capital.
Payment to Strongbridge shareholders of the
consideration to which they are entitled under the Scheme will be
made within 14 days in accordance with the terms of the Scheme and
is expected to commence as soon as practicable.
About Strongbridge Biopharma plc
Strongbridge Biopharma plc 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.
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
FORWARD-LOOKING STATEMENTSThis
communication 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
RULES The 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.
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 of
arrangement). 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.
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 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.
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