ADAMAS PHARMACEUTICALS, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, Parent has agreed to cause Purchaser to commence a tender
offer (the "Offer") to purchase all of the outstanding shares of common stock of
the Company, par value
At or prior to the time at which Purchaser accepts the Shares tendered in the
Offer for purchase, Parent and a rights agent mutually agreeable to Parent and
the Company shall enter into a contingent value right agreement (the "CVR
Agreement") to allow for the payment of the milestones pursuant to each CVR. One
CVR issued in respect of a Share shall become payable upon the first occurrence
of achievement of aggregate worldwide
The Offer will initially remain open for 20 business days following commencement
of the Offer. If, at the scheduled expiration time of the Offer, any of the
conditions to the Offer have not been satisfied (unless such condition is
waivable by Parent or Purchaser and has been waived), Purchaser may extend the
Offer for subsequent periods of up to 10 business days each. Additionally,
Purchaser must extend the Offer (i) for any period required by applicable law
(including any applicable interpretations or positions of the
The obligation of Purchaser to accept for payment, and pay for, Shares validly tendered (and not properly withdrawn) pursuant to the Offer is subject to satisfaction or waiver, to the extent permitted under applicable legal requirements, of customary conditions, including (i) there being validly tendered and not properly withdrawn Shares that, considered together with all other Shares (if any) beneficially owned by Purchaser and its affiliates, represent one more Share than 50% of the total number of the then-issued and outstanding Shares at the expiration of the Offer (the "Minimum Condition"), (ii) the accuracy of the Company's representations and warranties (subject to customary materiality and "material adverse effect" thresholds), (iii) the Company's compliance or performance in all material respects of the obligations, covenants and agreements it is required to comply with or perform at or prior to the expiration of the Offer, (iv) the absence, since the date of the Merger Agreement, of a Material Adverse Effect (as defined in the Merger Agreement) that is continuing as of the time the Purchaser accepts Shares for purchase pursuant to the Offer, (v) the expiration or termination of the waiting period (or any extension thereof) applicable to the Transactions under the HSR Act, (vi) the absence of any law or order prohibiting the consummation of the Offer or the Merger, and (vii) the Merger Agreement not having been terminated in accordance with its terms. If the conditions to the Offer are satisfied or waived (other than conditions that by their nature are to be satisfied or waived at the expiration of the Offer), then Purchaser must (i) irrevocably accept for payment all of the Shares tendered pursuant to the Offer and (ii) pay the Offer Price in respect of each such Share.
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The Merger Agreement includes certain representations, warranties and covenants of the Company, Parent and Purchaser, including certain restrictions with respect to the Company's business between the date of the Merger Agreement and the consummation of the Merger. Parent and the Company also agreed to use their respective reasonable best efforts to take all actions, to file all documents and to do all things necessary, proper or advisable under applicable antitrust laws to consummate and make effective the Offer and the Merger as soon as reasonably practicable. However, Parent is not required to make divestitures, commit to any licenses or hold separate requirements or litigate or defend the Transactions in connection with any applicable antitrust laws. Parent and Purchaser may not take any action would reasonably be expected to prevent or materially delay consummation of the Offer and the Merger, including enter into any competing transactions that would potentially delay the Transactions.
The Company has agreed to customary "no-shop" restrictions on its ability to
solicit alternative transaction proposals from third parties and engage in
discussions or negotiations with third parties regarding transaction proposals.
Notwithstanding these restrictions, the Company may under certain circumstances
provide information to and engage in or otherwise participate in discussions or
negotiations with third parties with respect to a bona fide written alternative
acquisition proposal that the board of directors of the Company (the "Board")
has determined in good faith, after consultation with its financial advisor and
outside legal counsel, constitutes or could reasonably be expected to result in
a Superior Offer (as defined in the Merger Agreement) and that failure to take
such action would reasonably be expected to constitute a breach of the Board's
fiduciary duties under applicable legal requirements. Pursuant to the Merger
Agreement, the Company has agreed that the Board will (x) recommend that the
stockholders of the Company accept the Offer and tender their Shares to
Purchaser pursuant to the Offer (the "Board Recommendation") and (y) include the
Board Recommendation in the Company's Tender Offer Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") when filed with the
The Merger Agreement contains certain termination rights for both the Company
and Parent, including, (i) if the consummation of the Transactions has not
occurred on or before
Item 8.01 Other Events.
On
Additional Information and Where to Find It
The tender offer for the outstanding common stock of
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Forward Looking Statements
This filing contains forward-looking statements. These forward-looking statements are not descriptions of historical facts, they are forward-looking statements reflecting the current beliefs, certain assumptions and current expectations of management and may be identified by words such as "believes," "may," "will," "estimate," "continue," "anticipate," "intend," "could," "would," "project," "plan," "potential," "seek," "expect," "goal" or the negative or plural of these words or similar expressions. Such forward-looking statements are based on management's current expectations, beliefs, estimates, projections and assumptions. As such, forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties that are difficult to predict.
As a result, a number of important factors could cause actual results to differ
materially from those indicated by such forward-looking statements, including:
the risk that the proposed acquisition of the Company by Parent may not be
completed; the possibility that competing offers or acquisition proposals for
Company will be made; the delay or failure of the tender offer conditions to be
satisfied (or waived), including insufficient shares of Company common stock
being tendered in the tender offer; the failure (or delay) to receive the
required regulatory approvals of the proposed acquisition; the possibility that
prior to the completion of the transactions contemplated by the acquisition
agreement, Parent's or the Company's business may experience significant
disruptions due to transaction-related uncertainty; the effects of disruption
from the transactions of the Company's business and the fact that the
announcement and pendency of the transactions may make it more difficult to
establish or maintain relationships with employees, manufactures, suppliers,
vendors, business partners and distribution channels to patients; the occurrence
of any event, change or other circumstance that could give rise to the
termination of the acquisition agreement; the risk that stockholder litigation
in connection with the proposed transaction may result in significant costs of
defense, indemnification and liability; the failure of the closing conditions
set forth in the acquisition agreement to be satisfied or waived; the
possibility that the Company's expectations as to the extent to which the
Company will be able to continue to commercialize GOCOVRI (amantadine) extended
release capsules, OSMOLEX (amantadine) extended release tablets, and any of the
Company's other products and product candidates may not be realized as
anticipated; the possibility that the anticipated scope, rate of progress and
cost of the Company's preclinical studies and clinical trials and other research
and development that the Company may pursue may not materialize; the possibility
that the Company's estimates of its expenses, ongoing losses, future revenue,
capital requirements and its needs for or ability to obtain additional financing
may not be accurate; the possibility that the Company's expectations may not be
met as to the sufficiency of its capital resources; the possibility that the
Company's expectations may not be met as to its ability to obtain and maintain
intellectual property protection for its products and any of its product
candidates; the possibility that the Company's expectations may not be met as to
the legal proceedings to which the Company is party and related stays and terms
of settlements; the possibility that the Company's anticipated receipt and
timing of royalties from its collaborators may not be realized as anticipated;
the possibility that the Company's expectations may not be met as to the
revenues from its collaborations; the possibility that the Company's
expectations may not met be as to the Company's ability to retain and recruit
key personnel and third-party distributors; the possibility that the Company's
expectations may not be met as to its anticipated financial performance; the
possibility that the Company's expectations may not be met as to its anticipated
developments and projections relating to its competitors or the industry in
which the Company operates; the possibility that unforeseen safety issues could
emerge for GOCOVRI that could require the Company to change the prescribing
information, limit use of the product and/or result in litigation; the
possibility that other manufacturers could obtain approval for generic versions
of GOCOVRI or of products with which the Company competes; the possibility that
the third-party organizations that manufacture, supply and distribute GOCOVRI
may fail to perform adequately or fulfill the Company's needs; the possibility
that changes in healthcare law and implementing regulations may occur and may
negatively impact the Company's ability to generate revenues or could limit or
prevent the Company's products' or product candidates' commercial success; the
possibility that regulatory filings or approvals for products or product
candidates that the Company or its partners develop are not made or granted as
currently anticipated; the possibility that the Company is not able to negotiate
adequate pricing, coverage and adequate reimbursement for its products and
product candidates with third parties and government authorities; the
possibility of political, social and economic instability, natural disasters or
public health epidemics in countries where Adamas or its collaborators conduct
activities related to the Company's business; and a variety of other risks set
forth from time to time in Parent's or the Company's filings with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 2.1* Agreement and Plan of Merger, dated as ofOctober 10, 2021 , by and among Supernus,Supernus Reef, Inc. andAdamas Pharmaceuticals, Inc. 99.1 Joint Press Release, datedOctober 11, 2021 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
* Schedules omitted pursuant to Item 601 of Regulation S-K.
furnish supplementally a copy of any omitted schedule to the
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