Future Pak, Ltd. made a proposal to acquire Vanda Pharmaceuticals Inc. (NasdaqGM:VNDA) from The Vanguard Group, Inc., State Street Corporation (NYSE:STT), BlackRock, Inc. (NYSE:BLK), Dimensional Fund Advisors LP and others for approximately $460 million on April 1, 2024. As reported, Future Pak LLC most recent proposal is to acquire all of the outstanding shares of Vanda Pharmaceuticals for a cash consideration of $7.25 to $7.75 per share, The proposal remains open for Vanda and its Board of Directors to consider. Future Pak would not require a financing contingency in connection with a transaction and has the full support of its strategic financial partner, Colbeck Capital Management. With full access to necessary due diligence, Future Pak believes it could reach a definitive agreement with Vanda and announce a transaction in four to six weeks. On April 17, 2024, the Vanda Board, hence rejected unsolicited acquisition proposals from Future Pak. The Vanda Board carefully reviewed the unsolicited acquisition proposal and concluded that it is not in the best interests of Vanda and its stockholders, as it significantly undervalues the company in light of its robust clinical development pipeline, expanding commercial presence, significant, cash balance and long-term future growth prospects. On May 7, 2024, Vanda Pharmaceutical received a revised unsolicited proposal from Future Pak, which consists of a $7.25 to $7.75 per share in cash plus certain Contingent Value Rights (?CVRs?) resulting in a total consideration of approximately $480 million. The increased offer now includes CVRs, providing up to $260 million in potential value beyond the current cash consideration to stockholders, consisting of $60 million in payments based on Fanapt net sales, approximating $1.01 per share, via an annual $20 million milestone payment if Fanapt net sales reach $120 million in any of the next 3 calendar years and the first $200 million of any license or monetization proceeds of Tradipitant in any of the next 3 calendar years approximating $3.36 per share. With the combination of the cash consideration of $7.25 to $7.75 per share and CVRs representing up to approximately $4.37 per share in additional value, the revised proposal represents $11.62 to $12.12 in potential total value to Vanda stockholders.

Moelis & Company LLC acted as financial advisor, Honigman LLP acted as legal advisor, and MacKenzie Partners, Inc. as investor engagement advisor to Future Pak.