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
THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.5 OF THE
IRISH TAKEOVER RULES
FOR IMMEDIATE RELEASE
Transaction Creates Fast-Growing
Biopharmaceutical Company with Two Commercial Assets and Robust
Clinical Pipeline with Multiple Near-term Inflection Points
Diversifies Revenue Base with Two Rapidly
Growing Brands in Xeris’ Gvoke® and Strongbridge’s KEVEYIS®
Strongbridge’s NDA for RECORLEV® Recently
Accepted for Review by FDA; PDUFA Target Action Date Set for
January 1, 2022 with Potential Launch in Q1 2022
Enhanced Commercial and Operational Platform
with Synergies of Approximately $50 Million Expected by the End of
2022
Upon Closing of Transaction, Xeris Shareholders
to Own ~60% and Strongbridge Shareholders to Own ~40% of Combined
Company; Potential for Strongbridge Shareholders to Receive up to
$1.00 Per Share in Contingent Value Rights (CVRs)
Xeris and Strongbridge to Host Conference Call
Today at 8:30 AM ET
Xeris Pharmaceuticals, Inc. (Nasdaq: XERS), a pharmaceutical
company leveraging its novel formulation technology platforms to
develop and commercialize ready-to-use injectable drug
formulations, and Strongbridge Biopharma plc (Nasdaq: SBBP), a
global commercial-stage biopharmaceutical company focused on the
development and commercialization of therapies for rare diseases
with significant unmet needs, today announced that they have
entered into a definitive agreement under which Xeris will acquire
Strongbridge for stock and contingent value rights (“CVRs”). The
agreement, including the maximum aggregate amount payable under the
CVRs, values Strongbridge at approximately $267 million based on
the closing price of Xeris Shares of $3.47 on May 21, 2021 and
Strongbridge's fully diluted share capital. The transaction, which
has been unanimously approved by the boards of directors of both
companies, with the exception of Jeffrey W. Sherman, M.D., a
director in common to both companies, who abstained from the
voting, is expected to close early in the fourth quarter of 2021,
subject to the satisfaction of closing conditions. Upon close of
the transaction, the businesses of Xeris and Strongbridge will be
combined under a new entity to be called Xeris Biopharma Holdings,
Inc. (“Xeris Biopharma Holdings”).
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Under the terms of the agreement, at closing, Strongbridge
Shareholders will receive a fixed exchange ratio of 0.7840 Xeris
Biopharma Holdings Shares for each Strongbridge Share they own.
Based on the closing price of Xeris Shares on May 21, 2021, this
represents approximately $2.72 per Strongbridge Share and a 12.9%
premium to the closing price of Strongbridge Shares on May 21,
2021. Strongbridge Shareholders will also receive 1 non-tradeable
CVR for each Strongbridge Share they own, worth up to an additional
$1.00 payable in cash or Xeris Biopharma Holdings Shares (at Xeris
Biopharma Holdings’ election) upon achievement of the following
triggering events: (i) the listing of at least one issued patent
for KEVEYIS® in the U.S. Food & Drug Administration’s Orange
Book by the end of 2023 or at least $40 million in KEVEYIS® annual
net sales in 2023 ($0.25 per Strongbridge Share), (ii) achievement
of at least $40 million in RECORLEV® annual net sales in 2023
($0.25 per Strongbridge Share), and (iii) achievement of at least
$80 million in RECORLEV® annual net sales in 2024 ($0.50 per
Strongbridge Share). The minimum payment on the CVR is zero and the
maximum payment is $1.00 in cash or Xeris Biopharma Holdings Shares
at Xeris Biopharma Holdings' election.
Upon close of the transaction, current Xeris Shareholders are
expected to own approximately 60% of the combined company, while
current Strongbridge Shareholders are expected to own approximately
40%.
“This is a very compelling transaction that will create a
scalable and diversified biopharmaceutical company increasingly
oriented toward more specialty and rare disease products,
positioning us for long-term product development and commercial
success,” said Paul R. Edick, Chairman and Chief Executive Officer
of Xeris. “Strongbridge’s attractive rare disease portfolio and
capabilities are highly complementary with Xeris. Building on the
continuing prescription growth of Gvoke® with an enhanced and
diversified growth profile, expanded and scalable salesforce, and
expected cost-synergies, the combined company will be well
positioned to deliver compelling long-term value to shareholders.
We look forward to welcoming the Strongbridge team to Xeris and
leveraging our differentiated portfolios and technologies to help
the patients we serve improve their quality of life.”
“We are excited to combine with Xeris to drive the next phase of
our growth,” said John H. Johnson, Chief Executive Officer of
Strongbridge. “Strongbridge has made significant progress advancing
its portfolio of therapies for rare endocrine and rare
neuromuscular diseases with focus, commitment and passion for the
patients and physicians that we serve. This includes delivering
strong revenue growth for KEVEYIS® (dichlorphenamide), our first
commercial, rare neuromuscular product, and the successful
development of RECORLEV® (levoketoconazole), which is under review
for approval by the FDA with expected commercialization in the
first quarter of 2022 pending FDA approval. Through this
combination with Xeris, we will gain additional scale and financial
resources to better meet the unmet needs of those we serve. Our
combined pipeline, drug development talent and commercial
infrastructure will enable us to accelerate product launches and
drive further growth. We look forward to working closely with the
Xeris team to unlock the potential value of our combined assets,
while providing our shareholders with the opportunity to
participate in the success of the combined company.”
Strategic Rationale and Financial Benefits of the
Transaction
The combination of Xeris and Strongbridge is expected to deliver
compelling strategic and financial benefits including:
- Diversified and Increased Revenue Growth. The combined
company is expected to have a stronger revenue base with two
rapidly growing commercial assets in Gvoke® and KEVEYIS®, and a
near-term product launch in RECORLEV®. Gvoke® sells in a
multi-billion dollar addressable market, as will RECORLEV®, if
approved. With approval of RECORLEV® by the FDA, Xeris’
experienced, endocrinology-focused commercial infrastructure is
expected to enable a rapid product launch for RECORLEV® into the
endocrinology community. With Gvoke®, KEVEYIS® and RECORLEV®, the
combined company will boast multiple, highly differentiated,
growing, commercial assets that could have significant combined
revenue potential, supported by a larger and more efficient
commercial organization.
- Significant Potential Synergies.1 The combined company
is expected to generate approximately $50 million in pre-tax
synergies by the end of 2022 resulting from immediate savings,
including redundant general, administrative and other public
company costs, and from the avoidance of future costs, most notably
within the commercial and medical affairs functions. Shareholders
of the combined company are expected to benefit from significant
cost avoidance and the potential for more rapid and achievable
near-term growth by utilizing Xeris’ existing commercial
infrastructure to launch RECORLEV® soon after product approval.
Xeris’ management and the Independent Xeris Directors are committed
to retaining and incentivizing the most talented individuals in
their respective functions between the two companies to ensure
continuity and ongoing success.
- Specialized Commercial Platform. The combined company
will have a robust rare disease and endocrinology-focused
commercial infrastructure, primed to bring the benefits of the
company’s products to a wider range of patients with unmet needs.
At closing, the organization will have approximately 110 field
sales representatives, as well as 50 inside sales and support
employees, and a fully operational patient and provider support
team, enabling a rapid potential product launch for RECORLEV® in
the first quarter of 2022, as well as enhanced sales across the
entire portfolio.
- Expanded Development Pipeline. In addition to RECORLEV®,
the combined company will have a robust pipeline of development
programs to extend the current marketed products into important new
indications and uses, and bring new products forward using its
formulation technology platforms, supporting long-term product
development and commercial success.
- Strengthened Strategic Profile. This transaction will
enable the combined company to have a scalable infrastructure for
continued development of specialist oriented and rare disease
products from its proprietary XeriSol™ and XeriJect™ formulation
technologies, as well as consolidation of commercial and late
development-stage products and companies focused on endocrinology
and rare diseases.
- Improved Access to Capital Markets. With enhanced scale,
multiple revenue generating commercial assets and a high potential
value near-term development pipeline, the combined company is
expected to have a more attractive profile to investors and to
benefit from greater access to the debt and equity markets at a
lower cost of capital.
Additional Information
Upon close of the transaction, the businesses of Xeris and
Strongbridge will be combined under Xeris Biopharma Holdings, which
will be incorporated in Delaware and will continue to have its
principal executive offices in Chicago, Il. On close, Xeris
shareholders will exchange each Xeris Share they own for 1 Xeris
Biopharma Holdings Share.
Xeris Chairman and CEO, Paul Edick will act as Chairman and
Chief Executive Officer of Xeris Biopharma Holdings. The Xeris
Biopharma Holdings board will comprise the other existing Xeris
Directors, together with John Johnson and Garheng Kong, M.D., PhD,
MBA who will join the combined company’s board as new independent
directors. A director in common to both companies, Jeffrey W.
Sherman, M.D., will continue to serve on the Xeris Biopharma
Holdings board following the transaction.
Xeris Biopharma Holdings Shares are expected to trade on the
Nasdaq Global Select Market (“Nasdaq”) under the ticker XERS.
The transaction is expected to close early in the fourth quarter
of 2021, subject to the Conditions set out in Appendix III of this
announcement, including approval by Xeris Shareholders and
Strongbridge Shareholders.
In addition, certain Strongbridge Directors, executive officers,
CAM Capital and HealthCap VI, L.P., representing, in aggregate,
approximately 17% of Strongbridge's outstanding ordinary shares,
have entered into irrevocable undertakings to vote in favor of the
transaction.
SVB Leerink LLC is acting as financial advisor to Xeris, and
Goodwin Procter LLP and A&L Goodbody LLP are serving as legal
counsel. MTS Health Partners, LP is acting as financial advisor to
Strongbridge, and Skadden, Arps, Slate, Meagher & Flom, LLP and
Arthur Cox LLP are serving as legal counsel.
Conference Call Details
Xeris and Strongbridge will host a conference call today at 8:30
a.m. Eastern Time to discuss the transaction. The conference call
can be accessed by dialing (833) 979-2872 (U.S. / Canada) or (236)
714-2975 (International) and giving the passcode 6359699.
A live webcast of the conference call and associated
presentation materials will be available on the investor relations
sections of Xeris’ and Strongbridge’s websites at
https://xerispharma.com/investors and
https://investors.strongbridgebio.com, and a joint transaction
website at www.XerisStrongbridge.com.
About Xeris Pharmaceuticals, Inc.
Xeris (Nasdaq: XERS) is a pharmaceutical company delivering
innovative solutions to simplify the experience of administering
important therapies that people rely on every day around the
world.
With a novel technology platform that enables ready-to-use,
room-temperature stable formulations of injectable and infusible
therapies, the company is advancing a portfolio of solutions in
various therapeutic categories, including its first commercial
product, Gvoke® in the U.S.. Its proprietary XeriSol™ and XeriJect™
formulation technologies have the potential to offer distinct
advantages over conventional product formulations, including
eliminating the need for reconstitution, enabling long-term,
room-temperature stability, significantly reducing injection
volume, and eliminating the requirement for intravenous (IV)
infusion. With Xeris’ technology, new product formulations are
designed to be easier to use by patients, caregivers, and health
practitioners and help reduce costs for payers and the healthcare
system.
Xeris is headquartered in Chicago, Il. For more information,
visit www.xerispharma.com, or follow us on Twitter, LinkedIn or
Instagram.
About Xeris Biopharma Holdings, Inc.
Xeris Biopharma Holdings is a corporation incorporated in
Delaware solely for the purpose of effecting the Acquisition. To
date, Xeris Biopharma Holdings has not conducted any activities
other than those incidental to its formation and the execution of
the Transaction Agreement.
At completion, under the Transaction Agreement, Xeris Biopharma
Holdings will acquire, pursuant to a “scheme of arrangement” under
Irish law, all of the outstanding Strongbridge Shares, and in
exchange, Strongbridge Shareholders will receive 0.7840 Xeris
Biopharma Holdings Shares and one (1) CVR for each Strongbridge
Share they currently hold.
Immediately after and conditioned on the consummation of the
Acquisition, Wells MergerSub will merge with and into Xeris, as a
result of which the separate corporate existence of Wells MergerSub
will cease and Xeris will continue as the surviving corporation and
a wholly owned subsidiary of Xeris Biopharma Holdings. At the
effective time of the Merger, all existing Xeris Shares will be
cancelled and will automatically be converted into the right to
receive Xeris Biopharma Holdings Shares on a one-for-one basis.
At and as of the Effective Date, it is expected that Xeris
Biopharma Holdings will be a publicly traded company listed on the
Nasdaq.
About Strongbridge Biopharma plc
Strongbridge (Nasdaq: SBBP) 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.
No Offer or Solicitation
This announcement is for information purposes only and is not
intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. In particular, this announcement is not an offer of
securities for sale into the United States. No offer of securities
shall be made in the United States absent registration under the
Securities Act or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements. The
Acquisition will be made solely by means of the Scheme Document
(or, if applicable, the Takeover Offer Document), which will
contain the full terms and conditions of the Acquisition, including
details of how Strongbridge Shareholders may vote in respect of the
Acquisition.
Important Additional Information will be Filed with the
SEC
Xeris, Xeris Biopharma Holdings and Strongbridge will prepare
and Xeris Biopharma Holdings will file with the SEC a Registration
Statement on Form S-4 that will include a joint proxy statement of
Strongbridge and Xeris and that also will constitute a prospectus
with respect to the Xeris Biopharma Holdings Shares to be issued
pursuant to the Acquisition (the Joint Proxy Statement). The Joint
Proxy Statement will also contain the Scheme Document and further
information relating to the implementation of the Acquisition, the
full terms and conditions of the Scheme, notices of the Xeris
Shareholder Meeting and the Strongbridge Meetings and information
on the Xeris Biopharma Holdings Shares. Xeris and Strongbridge may
also file other documents with the SEC regarding the Acquisition.
This document is not a substitute for the Joint Proxy Statement or
any other document which Xeris, Xeris Biopharma Holdings or
Strongbridge may file with the SEC.
The Joint Proxy Statement, if
and when filed, as well as Xeris’ and Strongbridge’s other public
filings with the SEC, may be obtained without charge at the SEC’s
website at www.sec.gov and, in the case of Xeris’ filings, at
Xeris’ website at www.Xerispharma.com, and in the case of
Strongbridge’s filings, at Strongbridge’s website at
www.Strongbridgebio.com.
INVESTORS, XERIS SHAREHOLDERS
AND STRONGBRIDGE SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL
BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION
AND RELATED MATTERS.
Any vote in respect of
resolutions to be proposed at the Strongbridge Meetings to approve
the Acquisition, the Scheme or related matters, or other responses
in relation to the Acquisition, should be made only on the basis of
the information contained in the Joint Proxy Statement (including
the Scheme Document). Similarly, any vote in respect of resolutions
to be proposed at the Xeris Shareholder Meeting should be made only
on the basis of the information contained in the Joint Proxy
Statement.
Participants in the Solicitation
Xeris, Xeris Biopharma Holdings, Strongbridge and their
respective directors and executive officers and employees may be
deemed to be participants in the solicitation of proxies from their
respective shareholders in connection with the Acquisition.
Information regarding the persons who may, under the rules of the
SEC, be deemed to be participants in the solicitation of
shareholders in connection with the Acquisition, including a
description of their direct or indirect interests, which may be
different from those of Xeris Shareholders or Strongbridge
Shareholders generally, by security holdings or otherwise, will be
set forth in the Joint Proxy Statement (which will contain the
Scheme Document) and any other relevant documents that are filed or
will be filed with the SEC relating to the Acquisition. Information
regarding Xeris’ directors and executive officers is contained in
Xeris’ Annual Report on Form 10-K for the year ended December 31,
2020, filed with the SEC on March 9, 2021, and its Proxy Statement
on Schedule 14A, dated and filed with the SEC on April 29, 2021.
Information regarding Strongbridge’s directors and executive
officers is contained in Strongbridge’s Annual Report on Form 10-K
for the year ended December 31, 2020, filed with the SEC on March
3, 2021, and its Proxy Statement on Schedule 14A, dated and filed
with the SEC on April 14, 2021. You may obtain free copies of these
documents using the sources indicated above.
Forward-Looking Statements
This announcement 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 or 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.
Statement Required by the Irish Takeover Rules
The Xeris Directors and the Xeris Biopharma Holdings Directors
accept responsibility for the information contained in this
announcement other than that relating to Strongbridge, the
Strongbridge Group, and the Strongbridge Directors, and members of
their immediate families, related trusts and persons connected with
them, and for the statements made by Strongbridge in respect of
Xeris and Xeris Biopharma Holdings and the recommendation and
related opinions of the Independent Strongbridge Directors. The
Independent Xeris Directors accept responsibility for the
recommendation and the related opinions of the Independent Xeris
Directors contained in this announcement. To the best of the
knowledge and belief of the Xeris Directors, the Xeris Biopharma
Holdings Directors and the Independent Xeris Directors (who, in
each case, have taken all reasonable care to ensure such is the
case), the information contained in this announcement 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.
The Strongbridge Directors accept responsibility for the
information contained in this announcement relating to
Strongbridge, the Strongbridge Group and the Strongbridge Directors
and members of their immediate families, related trusts and persons
connected with them, except for the statements made by Xeris in
respect of Strongbridge and the recommendation and related opinions
of the Independent Strongbridge Directors contained in this
announcement. The Independent Strongbridge Directors accept
responsibility for the recommendation and the related opinions of
the Independent Strongbridge Directors contained in this
announcement. To the best of the knowledge and belief of the
Strongbridge Directors and the Independent Strongbridge Directors
(who, in each case, have taken all reasonable care to ensure such
is the case), the information contained in this announcement 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.
SVB Leerink LLC is acting as Xeris’ financial advisor in
connection with the Acquisition. In connection with the
Acquisition, SVB Leerink LLC and its directors, officers,
employees, affiliates, and agents will not regard any other person
as its client, nor will it be responsible to anyone other than
Xeris for providing the protections afforded to clients of SVB
Leerink LLC or for giving advice in connection with the Acquisition
or any matter referred to herein.
MTS Health Partners, LP is acting as financial adviser to
Strongbridge in connection with the Acquisition. In connection with
the Acquisition, MTS Health Partners, LP and its directors,
officers, employees, affiliates, and agents will not regard any
other person as its client, nor will it be responsible to anyone
other than Strongbridge for providing the protections afforded to
clients of MTS Health Partners, LP or for giving advice in
connection with the Acquisition or any matter referred to
herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, ‘interested’ (directly or indirectly) in
1% or more of any class of ‘relevant securities’ of Strongbridge or
Xeris, all ‘dealings’ in any ‘relevant securities’ of Strongbridge
or Xeris (including by means of an option in respect of, or a
derivative referenced to, any such ‘relevant securities’) must be
publicly disclosed by not later than 3:30 pm (New York time) on the
‘business’ day following the date of the relevant transaction. This
requirement will continue until the date on which the Scheme
becomes effective or on which the ‘offer period’ otherwise ends. If
two or more persons cooperate on the basis of any agreement, either
express or tacit, either oral or written, to acquire an ‘interest’
in ‘relevant securities’ of Strongbridge or Xeris, they will be
deemed to be a single person for the purpose of Rule 8.3 of the
Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all ‘dealings’ in ‘relevant securities’ of Strongbridge by Xeris or
‘relevant securities’ of Xeris by Strongbridge, or by any party
acting in concert with either of them, must also be disclosed by no
later than 12 noon (New York time) on the ‘business’ day following
the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
‘relevant securities’ ‘dealings’ should be disclosed, can be found
on the Panel’s website at www.irishtakeoverpanel.ie.
‘Interests in securities’ arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an ‘interest’ by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in single quotation marks are defined in the Irish
Takeover Rules, which can also be found on the Panel’s website. If
you are in any doubt as to whether or not you are required to
disclose a dealing under Rule 8, please consult the Panel’s website
at www.irishtakeoverpanel.ie or contact the Panel on telephone
number +353 1 678 9020.
No Profit Forecast / Asset Valuations
No statement in this announcement 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 Xeris, Xeris Biopharma Holdings or
Strongbridge as appropriate. No statement in this announcement
constitutes an asset valuation.
Publication on Website
Pursuant to Rule 2.6(c) of the Irish Takeover Rules, this
announcement will be available to Xeris employees on Xeris’ website
www.Xerispharma.com and Strongbridge employees on Strongbridge’s
website www.Strongbridgebio.com. Neither the content of any such
website nor the content of any other website accessible from
hyperlinks on such website is incorporated into, or forms part of,
this announcement.
Right to Switch to a Takeover Offer
Xeris reserves the right, subject to the terms of the
Transaction Agreement, to elect to implement the Acquisition by way
of a Takeover Offer as an alternative to the Scheme, subject to the
provisions of the Transaction Agreement and with the Panel’s
consent. In such event, the Acquisition will be implemented on
terms at least as favorable, so far as applicable, as those which
would apply to the Scheme, subject to appropriate amendments
(including an acceptance condition set at 80% of the shares to
which such offer relates).
If Xeris exercises its right to implement the Acquisition by way
of a Takeover Offer as an alternative to the Scheme, subject to the
provisions of the Transaction Agreement and with the Panel’s
consent, such Takeover Offer would be made in compliance with
applicable U.S. Law and regulations, including the registration
requirements of the Securities Act and the tender offer rules under
the Exchange Act and any applicable exemptions provided
thereunder.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, any figures shown
for the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be
an arithmetic aggregation of the figures that precede them.
General
This summary should be read in conjunction with, and is subject
to, the full text of this announcement (including its
Appendices).
The Acquisition is subject to, inter alia, the satisfaction or
waiver (as applicable) of the Conditions set out in Appendix III to
this announcement and to the full terms and conditions which will
be set out in the Joint Proxy Statement (which will contain the
Scheme Document).
Appendix I to this announcement contains further details of the
sources of information and bases of calculations set out in this
announcement; Appendix II to this announcement contains definitions
of certain expressions used in this announcement; Appendix III to
this announcement contains the Conditions of the Acquisition and
the Scheme; Appendix IV to this announcement sets out the report
from KPMG in respect of certain merger benefit statements made in
this announcement; Appendix V to this announcement contains the
report from SVB Leerink LLC in respect of certain merger benefit
statements made in this announcement; Appendix VI to this
announcement sets out the Transaction Agreement; and Appendix VII
to this announcement sets out the form of the CVR Agreement.
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions, including any Restricted Jurisdictions.
Accordingly, copies of this announcement and all other documents
relating to the Acquisition 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 Acquisition disclaim any
responsibility or liability for the violations of any such
restrictions by any person.
Any response in relation to the Acquisition should be made only
on the basis of the information contained in the Joint Proxy
Statement (including the Scheme Document) or any document by which
the Acquisition and the Scheme are made. Strongbridge Shareholders
are advised to read carefully the formal documentation in relation
to the proposed acquisition once the Joint Proxy Statement
(including the Scheme Document) has been despatched.
This announcement has been prepared for the purpose of complying
with the laws of Ireland and the Irish Takeover Rules and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside of Ireland.
This announcement does not constitute a prospectus or prospectus
equivalent document.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your appropriately
authorized independent financial adviser.
1 There are various material assumptions underlying the synergy
(including cost reduction and cost avoidance) estimates which may
result in the synergies being materially greater or less than
estimated. The estimate of synergies should therefore be read in
conjunction with the key assumptions underlying the estimates set
out in Appendix I of this announcement. The estimate of synergies
set out in this announcement has been reported on for the purposes
of Rule 19.3(b)(ii) of the Irish Takeover Rules by (i) KPMG and
(ii) SVB Leerink LLC. Copies of their respective reports are
included in Appendix IV and Appendix V to this announcement. The
synergies exclude any potential revenue synergies. None of the
synergies or other cost reduction or avoidance statements, should
be construed as a profit forecast or interpreted to mean that Xeris
Biopharma Holdings’ profits or earnings in the first full year
following the Acquisition, or in any subsequent period, would
necessarily match or be greater than or be less than those of Xeris
and/or Strongbridge for the relevant preceding financial period or
any other period. Each of KPMG and SVB Leerink LLC has given and
not withdrawn its consent to the issue of this announcement with
the inclusion of its report.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210524005354/en/
Xeris Pharmaceuticals Allison Wey Senior Vice President,
Investor Relations and Corporate Communications
awey@xerispharma.com +1 312-736-1237
Strongbridge Biopharma
Elixir Health Public Relations Lindsay Rocco +1 862-596-1304
lrocco@elixirhealthpr.com
Joele Frank, Wilkinson Brimmer Katcher Andy Brimmer +1
212-355-4449
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