Supernus Pharmaceuticals, Inc. (NasdaqGM:SUPN) made an offer to acquire Adamas Pharmaceuticals, Inc. (NasdaqGM:ADMS) from Mohr Davidow Ventures and others for approximately $390 million on October 2, 2021. Supernus Pharmaceuticals, Inc. announced a definitive agreement to acquire Adamas Pharmaceuticals, Inc. from Mohr Davidow Ventures and others for approximately $390 million on October 10, 2021. Under the terms of the transaction, Supernus will pay $8.1 per share and $1 per share as contingent value rights (CVR), The first CVR, worth $0.50 per share, is payable upon achieving net sales of GOCOVRI of $150 million in any four consecutive quarters between closing and the end of 2024. The second CVR, worth $0.50 per share, is payable upon achieving net sales of GOCOVRI of $225 million in any four consecutive quarters between closing and the end of 2025. All cash consideration will be funded through existing balance sheet cash. Following the successful closing of the tender offer, Supernus will acquire any shares of Adamas that are not tendered in the tender offer through a second-step merger at the same consideration as paid in the tender offer. Post-merger, Adamas will be a wholly owned subsidiary of Supernus and the shares to be delisted from Nasdaq and deregistered under the Exchange Act. Adamas would pay $16 million to Supernus as termination fee. The acquisition would strengthen Supernus' Parkinson's disease portfolio with GOCOVRI and diversify and increase its revenue base and cash flow. On October 25, 2021, Supernus Pharmaceuticals, Inc. commenced the offer.

Transaction is subject to customary closing conditions, including receipt of required regulatory approvals, the waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been terminated and the tender of a majority of the outstanding shares of Adamas' common stock. The transaction has been unanimously approved by the Boards of Directors of Adamas and Boards of Directors of Supernus. The Antitrust Condition has been satisfied by the expiration of the HSR Act waiting period, effective November 22, 2021. The transaction is expected to close in late fourth quarter 2021 or in early first quarter 2022. The offer will expire on November 23, 2021. The acquisition is expected to be significantly accretive in 2022.

Jefferies LLC is acting as the exclusive financial advisor to Supernus. Mark I. Gruhin of Saul Ewing Arnstein & Lehr LLP is serving as legal counsel and Grant Thornton is providing due diligence services to Supernus, and Jamie Leigh, Ian Nussbaum and Polina A. Demina of Cooley LLP is serving as legal counsel to Adamas. Lazard Frères & Co. LLC acted as fairness opinion provider and financial advisor to Adamas. Phillip R. Mills of Davis Polk & Wardwell LLP acted as legal advisor to Lazard, Inc. in the transaction. D.F. King & Co., Inc. acted as information agent and American Stock Transfer & Trust Company, LLC acted as depository to Supernus. American Stock Transfer & Trust Company, LLC acted as transfer agent to Adamas.

Supernus Pharmaceuticals, Inc. (NasdaqGM:SUPN) completed the acquisition of Adamas Pharmaceuticals, Inc. (NasdaqGM:ADMS) from Mohr Davidow Ventures and others on November 24, 2021. As a result of the satisfaction of the minimum condition and each of the other conditions to the Offer, on November 24, 2021, Purchaser accepted for payment all the shares that were validly tendered (and not withdrawn) pursuant to the Offer. Total of 35.5 million shares were validly tendered (and not withdrawn) pursuant to the Offer prior to the offer expiration time, representing approximately 77.3% of the outstanding Shares as of the offer expiration time. Post-merger, the shares were delisted and ceased to trade on The Nasdaq Global Market.