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. (“Xeris”) (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 (“Strongbridge”)
(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 common stock 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 shares
of Xeris Biopharma Holdings common stock for each Strongbridge
ordinary share they own. Based on the closing price of Xeris common
stock on May 21, 2021, this represents approximately $2.72 per
Strongbridge ordinary share and a 12.9% premium to the closing
price of Strongbridge ordinary shares on May 21, 2021. Strongbridge
shareholders will also receive 1 non-tradeable CVR for each
Strongbridge ordinary share they own, worth up to an additional
$1.00 payable in cash or Xeris Biopharma Holdings common stock (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 ordinary share), (ii)
achievement of at least $40 million in RECORLEV® annual net sales
in 2023 ($0.25 per ordinary share), and (iii) achievement of at
least $80 million in RECORLEV® annual net sales in 2024 ($0.50 per
ordinary share). The minimum payment on the CVR per Strongbridge
ordinary share is zero and the maximum payment is $1.00 in cash or
Xeris Biopharma Holdings common stock, 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. 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 share of Xeris common stock they
own for 1 share of Xeris Biopharma Holdings common stock.
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 of common stock 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 customary closing conditions and approval by
Xeris and Strongbridge shareholders.
In addition, certain Strongbridge directors, executive officers,
CAM Capital and HealthCap VI, L.P., representing approximately 17%
of Strongbridge’s outstanding ordinary shares, have entered into
irrevocable undertakings to vote in favor of the transaction.
SVB Leerink 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 Strongbridge Biopharma
Strongbridge Biopharma 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.
The announcement issued jointly by Xeris and Strongbridge under
Rule 2.5 of the Irish Takeover Rules on May 24, 2021 (the “Rule
2.5 Announcement”) is available on Xeris’ website at
www.xerispharma.com and on Strongbridge’s website at
www.strongbridgebio.com.
Appendix I to the Rule 2.5 Announcement contains further details
of the sources of information and bases of calculations set out in
this communication. Appendix II to the Rule 2.5 Announcement
contains definitions of certain expressions used in this
communication.
No Offer or Solicitation
This communication 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 proposed transaction, the merger or otherwise, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. 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
proposed transaction 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 proposed
transaction, including details of how Strongbridge shareholders may
vote in respect of the proposed transaction.
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 proposed transaction. The joint proxy statement
will also contain the Scheme Document and further information
relating to the implementation of the proposed transaction, the
full terms and conditions of the scheme, notices of the Xeris
shareholder meeting and the Strongbridge shareholder meetings and
information on the Xeris Biopharma Holdings shares. Xeris and
Strongbridge may also file other documents with the SEC regarding
the proposed transaction. This communication 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 the resolutions to be proposed at the
Strongbridge shareholder meetings to approve the proposed
transaction, the scheme or related matters, or any decision in
respect of, or other response to, the proposed transaction, should
be made only on the basis of the information contained in the joint
proxy statement (including the Scheme Document). Similarly, any
decision in respect of the resolutions to be proposed at the Xeris
shareholder meeting or any decision in respect of, or other
response to, the proposed transaction, 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 proposed
transaction. 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 proposed transaction,
including a description of their direct or indirect interests in
the proposed transaction, 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 proposed transaction. Information about 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.
FORWARD-LOOKING STATEMENTS
This 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, 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 or Strongbridge ordinary 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 of common stock or Strongbridge ordinary 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 communication could cause Xeris’
plans with respect to 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
communication are therefore cautioned not to place undue reliance
on these forward-looking statements which speak only as at the date
of this communication. 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 communication. 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
communication.
Any forward-looking statements in this communication 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 communication 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
communication 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. To the best of the knowledge
and belief of the Xeris directors, the Xeris Biopharma Holdings
directors (who, in each case, 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.
The Strongbridge directors accept responsibility for the
information contained in this communication 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. To the best of the knowledge and belief of
the Strongbridge directors (who, in each case, 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.
SVB Leerink LLC is acting as Xeris’ financial advisor in
connection with the proposed transaction. In connection with the
proposed transaction, 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 proposed
transaction or any matter referred to herein.
MTS Health Partners, LP is acting as financial adviser to
Strongbridge in connection with the proposed transaction. In
connection with the proposed transaction, 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 proposed transaction 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 co-operate 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 Irish Takeover 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 Irish Takeover
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
Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020.
No Profit Forecast / Asset Valuations
No 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 Xeris or Strongbridge or Xeris
Biopharma Holdings as appropriate. No statement in this
communication constitutes an asset valuation.
General
This communication contains certain statements as to the
estimated synergies arising from the proposed transaction. 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
to the Rule 2.5 Announcement. The estimate of synergies set out in
this communication 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 the Rule 2.5 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 Holding’s profits or earnings in the first full year
following completion of the proposed transaction, 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.
The 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.
Accordingly, copies of this communication and all other documents
relating to the proposed 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 website
In accordance with Rule 19.9 of the Irish Takeover Rules, a copy
of this communication will be published on Xeris’ 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210524005257/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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