STRONGBRIDGE BIOPHARMA Item 5.07. Submission of Matters to a Vote of Security Holders.
On
A quorum was present at each of the Court Meeting and the EGM. Abstentions are considered present for purposes of determining a quorum. Because the votes required to approve the proposals at the Court Meeting and the EGM are based on votes properly cast at the applicable meeting, and because abstentions are not considered votes properly cast, abstentions and broker non-votes along with failures to vote have no effect on such proposals.
The final results of voting on each of the items submitted to a vote of Strongbridge's shareholders at the Court Meeting and the EGM are as follows:
Court Meeting
Proposal 1: To approve the scheme of arrangement.
Strongbridge shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal as a percentage of total votes cast:
For Against Abstain
45,480,324 99.27 % 336,199 0.73 % 185,584
In addition, of the 13 registered shareholders entitled to vote on the proposal, 7 registered shareholders or 87.5% of those voting voted in favor of the proposal and 1 registered shareholders or 12.5% of those voting voted against the proposal.
The Strongbridge shares voted in favor of and against the proposal represented 67.05% and 0.50%, respectively, of the 67,828,952 Strongbridge shares outstanding as of the voting record time and entitled to vote at the Court Meeting.
Extraordinary General Meeting
Proposal 1: To approve the scheme of arrangement and authorize the directors of Strongbridge to take all such actions as they consider necessary or appropriate for carrying the scheme of arrangement into effect.
Strongbridge shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal as a percentage of total votes cast:
For Against Abstain
45,595,025 99.27 % 337,392 0.73 % 69,690
Proposal 2: To approve the cancellation of any Strongbridge ordinary shares in
issue at
Strongbridge shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal as a percentage of total votes cast:
For Against Abstain
45,584,777 99.27 % 336,473 0.73 % 80,857
Proposal 3: To authorise the directors of Strongbridge to apply the reserve
arising in the books of account of Strongbridge as a result of the cancellation
of the Cancellation Shares (as defined in the scheme of arrangement) to allot
and issue new Strongbridge ordinary shares, fully paid up, to
Strongbridge shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal as a percentage of total votes cast:
For Against Abstain
45,585,796 99.26 % 340,938 0.74 % 75,373
Proposal 4: To amend the articles of association of Strongbridge so that any
ordinary shares of Strongbridge that are issued on or after the Voting Record
Time (as defined in the scheme of arrangement) to persons other than
Strongbridge shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal as a percentage of total votes cast:
For Against Abstain
45,588,311 99.26 % 339,120 0.74 % 74,676
Proposal 5: To approve, on a non-binding, advisory basis, specified compensatory arrangements between Strongbridge and its named executive officers relating to the transaction.
Strongbridge shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal as a percentage of total votes cast:
For Against Abstain
40,483,565 88.28 % 5,375,822 11.72 % 142,720
Proposal 6: To approve any motion by the Chairman to adjourn the EGM, or any adjournments thereof, to solicit additional proxies in favour of the approval of the resolutions if there are insufficient votes at the time of the EGM to approve resolutions 1 through 4.
Strongbridge shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal as a percentage of total votes cast:
For Against Abstain
45,013,201 98.02 % 911,548 1.98 % 77,358
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 99.1 Press Release, datedSeptember 8, 2021 . 104 Cover Page Interactive Data File (formatted as inline XBRL) 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 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 of common stock ("Xeris Shares") or Strongbridge
ordinary shares ("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
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.
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 Strongbridge, Xeris or
STATEMENT REQUIRED BY THE IRISH TAKEOVER RULES
The directors of Strongbridge accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the directors of Strongbridge (who 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.
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
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 (
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 ww.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.
GENERAL
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 (as defined in the scheme of arrangement). Accordingly, copies of this communication and all other documents relating to the 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' and Strongbridge's joint microsite at www.xerisstrongbridge.com, which can be accessed via a link on Xeris' website at 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.
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