Board Has Determined That Latest Proposal Is
Not in the Best Interests of the Company or Stockholders
WASHINGTON, Oct. 14,
2024 /PRNewswire/ -- Vanda Pharmaceuticals Inc.
("Vanda" or the "Company") (Nasdaq: VNDA) today confirmed that it
received a second unsolicited, non-binding proposal from Cycle
Group Holdings Ltd. ("Cycle Group") to acquire the Company for
$8.00 per share in cash.
Cycle Group's second proposal was received
by Vanda on September 23, 2024. The terms of
Cycle Group's proposal are economically identical to the previously
evaluated and rejected indication of interest received from Cycle
Group on May 24, 2024. Consistent
with its fiduciary duties and in consultation with its independent
legal and financial advisors, Vanda's Board of Directors carefully
reviewed the second proposal and unanimously determined that it
substantially undervalues Vanda and is not in the best interests of
the Company and its stockholders. Accordingly, the Board has
determined not to pursue the proposal.
The Vanda Board again evaluated all aspects of Vanda's business
and compared Vanda's prospects for creating stockholder value to
the unsolicited proposal. The Board concluded that the latest
proposal from Cycle Group is another opportunistic attempt to
purchase the Company's shares at a discount to Vanda's intrinsic
value. As part of this process, the Board updated its analysis of
the Company's clinical development pipeline, expanding commercial
presence and significant cash balance.
The Board and management team remain confident that Vanda's
growth profile, strong cash position and efficient operations
position the Company well for significant long-term value creation
far in excess of the consideration offered by Cycle Group.
There is no action for stockholders to take at this time.
About Vanda Pharmaceuticals Inc.
Vanda is a leading
global biopharmaceutical company focused on the development and
commercialization of innovative therapies to address high unmet
medical needs and improve the lives of patients. For more on Vanda
Pharmaceuticals Inc., please visit www.vandapharma.com and follow
us on X @vandapharma.
Cautionary Note Regarding Forward Looking
Statements
Various statements in this press release,
including, but not limited to, statements regarding the Board's
review and evaluation of Cycle Group's proposal are
"forward-looking statements" under securities laws. All statements
other than statements of historical fact are statements that could
be deemed forward-looking statements. Forward-looking statements
are based upon current expectations and assumptions that involve
risks, changes in circumstances and uncertainties. Therefore, no
assurance can be given that the results or developments anticipated
by Vanda will be realized or, even if substantially realized,
that they will have the expected consequences to, or effects on,
Vanda. Forward-looking statements in this press release should be
evaluated together with the various risks and uncertainties that
affect Vanda's business and market, particularly those identified
in the "Cautionary Note Regarding Forward-Looking Statements",
"Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" sections of Vanda's
most recent Annual Report on Form 10-K, as updated by Vanda's
subsequent Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and other filings with the U.S. Securities and Exchange
Commission, which are available at www.sec.gov.
All written and verbal forward-looking statements attributable
to Vanda or any person acting on its behalf are expressly qualified
in their entirety by the cautionary statements contained or
referred to herein. Vanda cautions investors not to rely too
heavily on the forward-looking statements Vanda makes or that are
made on its behalf. The information in this press release is
provided only as of the date of this press release, and Vanda
undertakes no obligation, and specifically declines any obligation,
to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
Vanda Corporate Contact:
Kevin
Moran
Senior Vice President, Chief Financial Officer and Treasurer
Vanda Pharmaceuticals Inc.
202-734-3400
pr@vandapharma.com
Jim Golden / Jack Kelleher / Dan
Moore
Collected Strategies
VANDA-CS@collectedstrategies.com
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SOURCE Vanda Pharmaceuticals Inc.