Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) and Adamas
Pharmaceuticals, Inc. (Nasdaq: ADMS), today announced a definitive
agreement for Supernus to acquire Adamas through a tender offer for
$8.10 per share in cash (or an aggregate of approximately $400
million), payable at closing plus two non-tradable contingent value
rights (CVR) collectively worth up to $1.00 per share in cash (or
an aggregate of approximately $50 million), for a total
consideration of $9.10 per share in cash (or an aggregate of
approximately $450 million). 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. The transaction is
expected to close in late fourth quarter 2021 or in early first
quarter 2022.
The transaction will provide Supernus with two
marketed products: GOCOVRI (amantadine) extended release capsules,
the first and only U.S. Food and Drug Administration (FDA)-approved
medicine indicated for the treatment of both OFF and dyskinesia in
patients with Parkinson’s disease receiving levodopa-based therapy;
and Osmolex ER® (amantadine) extended release tablets, approved for
the treatment of Parkinson’s disease and drug-induced
extrapyramidal reactions in adult patients.
“This acquisition represents a significant step
to further build a strong and diverse Parkinson’s disease
portfolio, and aligns with our focus of acquiring value-enhancing,
clinically-differentiated medicines to treat CNS diseases,” said
Jack Khattar, President and CEO of Supernus Pharmaceuticals. “We
have a proven track record of strong commercial execution, and look
forward to building on GOCOVRI’s growth momentum so that more
patients can benefit from access to Adamas’ innovative neurological
therapies."
Strategic and Financial
Benefits
- Strengthens
Parkinson’s disease portfolio with GOCOVRI (amantadine) extended
release capsules, the first and only FDA-approved medicine
indicated for the treatment of both OFF and dyskinesia in patients
with Parkinson’s disease receiving levodopa-based therapy.
- Diversifies and
increases revenue base and cash flow
- Net sales of
GOCOVRI were $71.2 million and $37.7 million in 2020 and for the
first six months of 2021, respectively.
- Combined with the
acquisition of US WorldMeds CNS products in 2020, this transaction
significantly reduces the reliance on net sales of Trokendi XR®. In
the first half of 2021 and on a combined proforma basis (including
revenue from US WorldMeds and Adamas transactions), net sales of
Trokendi XR® represent 48% of Supernus revenues down from 72%
(excluding revenue from these transactions).
- Potential synergies of $60 million to
$80 million in year one due to strong overlap with existing
infrastructure.
- The acquisition is
expected to be significantly accretive in 2022.
“We are pleased that Supernus recognized the
value created at Adamas and firmly believe this path forward is an
excellent outcome for not only our shareholders, but all our
stakeholders,” said Neil F. McFarlane, Chief Executive Officer of
Adamas Pharmaceuticals, Inc. “With their shared commitment to
helping patients affected by neurological diseases and their
extensive resources, Supernus can continue to advance our mission
and reach. I am extremely proud of Team Adamas for their hard work
and dedication to get us to this point and am confident that
partnering with Supernus will maximize the potential of our
innovative therapies.”
Terms and FinancingUnder the
terms of the agreement, Supernus will commence a tender offer to
acquire all outstanding shares of Adamas Pharmaceuticals, Inc. for
a purchase price of $8.10 per share in cash (or an aggregate of
approximately $400 million) payable at closing plus two
non-tradable CVRs. All cash consideration will be funded through
existing balance sheet cash.
The CVR entitles Adamas stockholders to receive
up to an additional $1.00 per share in cash (or an aggregate of
approximately $50 million) payable upon GOCOVRI achieving certain
net sales milestones within specified periods (subject to the terms
and conditions contained in a Contingent Value Rights Agreement
detailing the terms of the CVRs). These milestones include (i)
$0.50 per share payable if in any four consecutive quarters between
closing and the end of 2024, net sales of GOCOVRI achieving $150
million, and (ii) another $0.50 per share payable if in any four
consecutive quarters between closing and the end of 2025, net sales
of GOCOVRI achieving $225 million. There can be no assurance any
payments will be made with respect to the CVR.
Approvals and Timing of
CloseThe transaction, which has been approved by the
boards of directors of both companies, is expected to close in late
fourth quarter 2021 or in early first quarter 2022, subject to
customary closing conditions, including receipt of required
regulatory approvals and the tender of a majority of the
outstanding shares of Adamas' common stock. 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.
Full Year Financial Guidance
Supernus will provide full year 2022 financial guidance during the
Company’s fourth quarter 2021 financial results conference call in
February 2022.
AdvisorsJefferies LLC is acting
as the exclusive financial advisor to Supernus. Lazard is acting as
the exclusive financial advisor to Adamas. Saul Ewing Arnstein
& Lehr LLP is serving as legal counsel and Grant Thornton is
providing due diligence services to Supernus, and Cooley LLP is
serving as legal counsel to Adamas.
Conference Call and Webcast today,
October 11 at 8:30 a.m. ETA conference call and a live
webcast will be hosted today, October 11, at 8:30 a.m. ET, to
discuss this transaction. Presentation slides will be available via
this webcast link. A question and answer session with the Supernus
management team will follow the company’s remarks.
Please refer to the information below for
conference call dial-in information and webcast registration.
Callers should dial in approximately 10 minutes prior to the start
of the call.
Conference dial-in: |
(877) 288-1043 |
International dial-in: |
(970) 315-0267 |
Conference ID: |
6685281 |
Conference Call Name: |
Supernus Pharmaceuticals Business Update Call |
Following the live call, a replay will be
available on the Company's website, www.supernus.com, under
“Investor Relations”.
About Supernus Pharmaceuticals,
Inc.
Supernus Pharmaceuticals is a biopharmaceutical
company focused on developing and commercializing products for the
treatment of central nervous system (CNS) diseases.
Our diverse neuroscience portfolio includes
approved treatments for epilepsy, migraine, ADHD, hypomobility in
Parkinson’s disease, cervical dystonia and chronic sialorrhea. We
are developing a broad range of novel CNS product candidates
including new potential treatments for hypomobility in Parkinson’s
disease, epilepsy, depression and rare CNS disorders.
For more information, please visit
www.supernus.com
About Adamas
Pharmaceuticals
At Adamas our vision is clear – to deliver
innovative medicines that reduce the burden of neurological
diseases on patients, caregivers and society. We are a fully
integrated company focused on growing a portfolio of therapies to
address a range of neurological diseases.
For more information, please visit
www.adamaspharma.com.
For more information about GOCOVRI, please visit
www.Gocovri.com.
For more information about Osmolex ER, please
visit www.Osmolex.com.
Additional Information About the Tender
Offer and Where to Find It
The tender offer for the outstanding common
stock of Adamas Pharmaceuticals, Inc. (“Adamas”) has not been
commenced. This filing does not constitute a recommendation, an
offer to purchase or a solicitation of an offer to sell Adamas
securities. At the time the tender offer is commenced, Supernus
Pharmaceuticals, Inc. (“Supernus”) and Supernus Reef, Inc., a
direct wholly owned subsidiary of Supernus (“Purchaser”), will file
a Tender Offer Statement on Schedule TO (including an Offer to
Purchase) with the Securities and Exchange Commission (the “SEC”)
and thereafter, Adamas will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC, in each case, with
respect to the tender offer. The solicitation and offer by Supernus
to purchase shares of Adamas common stock will only be made
pursuant to such Offer to Purchase and related materials. Once
filed, investors and security holders are urged to read these
materials (including the Offer to Purchase, a related Letter of
Transmittal and certain other tender offer documents, as each may
be amended or supplemented from time to time) carefully since they
will contain important information that Adamas investors and
security holders should consider before making any decision
regarding tendering their common stock, including the terms and
conditions of the tender offer. The Tender Offer Statement, Offer
to Purchase, Solicitation/Recommendation Statement and related
materials will be filed with the SEC, and Adamas investors and
security holders may obtain a free copy of these materials (when
available) and other documents filed by Supernus, Purchaser and
Adamas with the SEC at the website maintained by the SEC at
www.sec.gov. In addition, the Tender Offer Statement and other
documents that Supernus and Purchaser file with the SEC will be
made available to all investors and security holders of Adamas free
of charge from the information agent for the tender offer.
Investors may also obtain, at no charge, the documents filed with
or furnished to the SEC by (i) Supernus under the “Investor
Relations” section of Supernus’s website at
https://www.supernus.com and (ii) Adamas under the “Investors &
Media” section of Adamas’s website at
https://www.adamaspharma.com.
Supernus Forward-Looking
Statements
This press release includes forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements do not convey historical
information but relate to predicted or potential future events that
are based upon management's current expectations. These statements
are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
such statements. In addition to the factors mentioned in this press
release, such risks and uncertainties include, but are not limited
to, the risk that the proposed acquisition of Adamas by Supernus
may not be completed; the possibility that competing offers or
acquisition proposals for Adamas will be made; the delay or failure
of the tender offer conditions to be satisfied (or waived),
including insufficient shares of Adamas 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, Supernus’s or the Adamas’s business may
experience significant disruptions due to transaction related
uncertainty; the effects of disruption from the transactions of
Adamas’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; Company’s ability to sustain and increase its
profitability; the Company’s ability to raise sufficient capital to
fully implement its corporate strategy; the implementation of the
Company’s corporate strategy; the Company’s future financial
performance and projected expenditures; the Company’s ability to
increase the number of prescriptions written for each of its
products and products acquired through the acquisition of Adamas;
the Company’s ability to increase its net revenue from its products
and products acquired through the acquisition of Adamas; the
Company’s ability to commercialize its products including Qelbree;
the Company’s ability to enter into future collaborations with
pharmaceutical companies and academic institutions or to obtain
funding from government agencies; the Company’s product research
and development activities, including the timing and progress of
the Company’s clinical trials, and projected expenditures; the
Company’s ability to receive, and the timing of any receipt of,
regulatory approvals to develop and commercialize the Company’s
product candidates; the Company’s ability to protect its
intellectual property and operate its business without infringing
upon the intellectual property rights of others; the Company’s
expectations regarding federal, state and foreign regulatory
requirements; the therapeutic benefits, effectiveness and safety of
the Company’s product candidates; the accuracy of the Company’s
estimates of the size and characteristics of the markets that may
be addressed by its product candidates; the Company’s ability to
increase its manufacturing capabilities for its products and
product candidates; the Company’s projected markets and growth in
markets; the Company’s product formulations and patient needs and
potential funding sources; the Company’s staffing needs; and other
risk factors set forth from time to time in the Company’s filings
with the Securities and Exchange Commission made pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended. The Company undertakes no obligation to update the
information in this press release to reflect events or
circumstances after the date hereof or to reflect the occurrence of
anticipated or unanticipated events.
Adamas 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 Adamas by Supernus may not be completed;
the possibility that competing offers or acquisition proposals for
Adamas will be made; the delay or failure of the tender offer
conditions to be satisfied (or waived), including insufficient
shares of Adamas 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, Supernus’s or the Adamas’s business may experience
significant disruptions due to transaction-related uncertainty; the
effects of disruption from the transactions of the Adamas’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 Adamas’s expectations as to the
extent to which Adamas will be able to continue to commercialize
GOCOVRI (amantadine) extended release capsules, OSMOLEX
(amantadine) extended release tablets, and any of Adamas’s other
products and product candidates may not be realized as anticipated;
the possibility that the anticipated scope, rate of progress and
cost of Adamas’s preclinical studies and clinical trials and other
research and development that Adamas may pursue may not
materialize; the possibility that Adamas’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 Adamas’s expectations may not be met
as to the sufficiency of its capital resources; the possibility
that Adamas’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
Adamas’s expectations may not be met as to the legal proceedings to
which Adamas is party and related stays and terms of settlements;
the possibility that Adamas’s anticipated receipt and timing of
royalties from its collaborators may not be realized as
anticipated; the possibility that Adamas’s expectations may not be
met as to the revenues from its collaborations; the possibility
that Adamas’s expectations may not met be as to Adamas’s ability to
retain and recruit key personnel and third-party distributors; the
possibility that Adamas’s expectations may not be met as to its
anticipated financial performance; the possibility that Adamas’s
expectations may not be met as to its anticipated developments and
projections relating to its competitors or the industry in which
Adamas operates; the possibility that unforeseen safety issues
could emerge for GOCOVRI that could require Adamas to change the
prescribing information, limit use of the product or result in
litigation; the possibility that other manufacturers could obtain
approval for generic versions of GOCOVRI or of products with which
Adamas competes; the possibility that the third-party organizations
that manufacture, supply and distribute GOCOVRI may fail to perform
adequately or fulfill Adamas’s needs; the possibility that changes
in healthcare law and implementing regulations may occur and may
negatively impact Adamas’s ability to generate revenues or could
limit or prevent Adamas’s products’ or product candidates’
commercial success; the possibility that regulatory filings or
approvals for products or product candidates that Adamas or its
partners develop are not made or granted as currently anticipated;
the possibility that Adamas 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 Adamas’s
business; and a variety of other risks set forth from time to time
in Supernus’s or Adamas’s filings with the SEC, including but not
limited to the risks discussed in Supernus’s Annual Report on Form
10-K for the year ended December 31, 2020 and in its other filings
with the SEC and the risks discussed in Adamas’s Annual Report on
Form 10 K for the year ended December 31, 2020 and in its other
filings with the SEC. The risks and uncertainties may be amplified
by the COVID 19 pandemic, which has caused significant economic
uncertainty. The extent to which the COVID 19 pandemic impacts
Supernus’s and Adamas’s businesses, operations, and financial
results, including the duration and magnitude of such effects, will
depend on numerous factors, which are unpredictable, including, but
not limited to, the duration and spread of the outbreak, its
severity, the actions to contain the virus or treat its impact, and
how quickly and to what extent normal economic and operating
conditions can resume. Supernus and Adamas disclaim any obligation
to update any of these forward looking statements to reflect events
or circumstances after the date hereof, except as required by
law.
Supernus ContactsJack A.
Khattar, President and CEOTim Dec, Executive Vice President and
CFOSupernus Pharmaceuticals, Inc.Tel: (301) 838-2591
or
Investors:Peter VozzoICR WestwickeOffice: (443) 213-0505Mobile:
(443) 377-4767Email: peter.vozzo@westwicke.com
Adamas ContactsNeil McFarlane, CEOChris
Prentiss, CFOSarah Mathieson, Corporate
Communications510-450-3528
Adamas Pharmaceuticals (NASDAQ:ADMS)
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