Post by icemandios on Sept 9, 2021 1:56:42 GMT
Strongbridge Biopharma plc Announces Shareholder Approval of Proposed Acquisition by Xeris Pharmaceuticals, Inc.
DUBLIN, Ireland and TREVOSE, Pa., Sept. 08, 2021 (GLOBE NEWSWIRE) -- Strongbridge Biopharma plc (NASDAQ: SBBP) (the “ Company ” or “ Strongbridge ”) today announced that its shareholders have voted to approve the previously announced proposed acquisition of Strongbridge by Xeris Pharmaceuticals, Inc. (NASDAQ: XERS) (“ Xeris ”). As described below, at least 99 percent of the votes cast at both a special court-ordered meeting of shareholders (the “ Court Meeting ”) and at an extraordinary general meeting of shareholders (the “ EGM ”) were in favor of the transaction, representing (in each case) approximately 67 percent of the shares outstanding and eligible to be voted at each of the Strongbridge shareholder meetings held on September 8, 2021 in Pennsylvania, United States of America. Upon close of the transaction, the business of Xeris and Strongbridge will be combined under an entity called Xeris Biopharma Holdings, Inc. (“ Xeris Biopharma Holdings ” or “ HoldCo ”).
“On behalf of the entire Strongbridge Board of Directors and management team, we thank our shareholders for their overwhelming support of this value creating transaction,” said John H. Johnson, Chief Executive Officer of Strongbridge. “As Xeris Biopharma Holdings, we will be an innovative leader in endocrinology and rare diseases, with a differentiated technology platform well-positioned to meet the unmet needs of patients around the world. With the achievement of this significant milestone, we are excited to move ahead with completing the transaction and eager to realize the value that we expect to be created by this combination.”
Garheng Kong, M.D., Ph.D., Chairman of Strongbridge, said, “Today’s successful approval further bolsters our confidence in the value and bright future of Xeris Biopharma Holdings. I look forward to working alongside the Xeris Biopharma Board to deliver value to our shareholders and to accelerate and advance our ability to address the unmet needs of the patient communities that we serve.”
Under the terms of the agreement announced on May 24, 2021, Xeris will acquire Strongbridge in a stock and contingent value rights (“ CVR ”) transaction for a transaction equity value of approximately $267 million, based on the closing price of Xeris common stock on May 21, 2021 and Strongbridge’s fully diluted share capital. This represents approximately $2.72 per Strongbridge ordinary share and a 12.9% premium to the closing price of Strongbridge ordinary shares on May 21, 2021. Strongbridge shareholders will also receive 1 non-tradeable CVR for each Strongbridge ordinary share they own, worth up to an additional $1.00 payable in cash or Xeris Biopharma Holdings common stock (at Xeris Biopharma Holdings’ election) upon achievement of the following triggering events: (i) the listing of at least one issued patent for KEVEYIS® in the U.S. Food & Drug Administration’s Orange Book by the end of 2023 or at least $40 million in KEVEYIS® annual net sales in 2023 ($0.25 per ordinary share), (ii) the achievement of at least $40 million in RECORLEV® annual net sales in 2023 ($0.25 per ordinary share), and (iii) the achievement of at least $80 million in RECORLEV® annual net sales in 2024 ($0.50 per ordinary share). The minimum payment on the CVR per Strongbridge ordinary share is zero and the maximum payment is $1.00 in cash or Xeris Biopharma Holdings common stock, at Xeris Biopharma Holdings’ election
The transaction is expected to close early in the fourth quarter of 2021, subject to customary closing conditions and approval by Xeris shareholders.
Results of Court Meeting and EGM
As described above, on September 8, 2021, Strongbridge held a Court Meeting and EGM in Pennsylvania, United States of America, in each case relating to the previously announced transaction whereby Xeris Biopharma Holdings, a Delaware corporation and a direct wholly owned subsidiary of Xeris, will acquire Strongbridge (the “ Acquisition ”). Both meetings were held to seek shareholder approval of the Acquisition, which will be effected by means of a “scheme of arrangement” under Chapter 1 of Part 9 of the Irish Companies Act of 2014, in accordance with Irish law. Strongbridge’s shareholders approved the proposal at the Court Meeting and each of the proposals at the EGM required to approve and implement the scheme of arrangement.
There were 67,828,952 ordinary shares of Strongbridge outstanding as of 5:00 p.m. (Eastern Time in the U.S.) on July 27, 2021, the voting record time for the Court Meeting and the EGM. A quorum was present at each of the Court Meeting and the EGM. 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.
Strongbridge will be filing a Form 8-K with the U.S. Securities and Exchange Commission setting forth 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
DUBLIN, Ireland and TREVOSE, Pa., Sept. 08, 2021 (GLOBE NEWSWIRE) -- Strongbridge Biopharma plc (NASDAQ: SBBP) (the “ Company ” or “ Strongbridge ”) today announced that its shareholders have voted to approve the previously announced proposed acquisition of Strongbridge by Xeris Pharmaceuticals, Inc. (NASDAQ: XERS) (“ Xeris ”). As described below, at least 99 percent of the votes cast at both a special court-ordered meeting of shareholders (the “ Court Meeting ”) and at an extraordinary general meeting of shareholders (the “ EGM ”) were in favor of the transaction, representing (in each case) approximately 67 percent of the shares outstanding and eligible to be voted at each of the Strongbridge shareholder meetings held on September 8, 2021 in Pennsylvania, United States of America. Upon close of the transaction, the business of Xeris and Strongbridge will be combined under an entity called Xeris Biopharma Holdings, Inc. (“ Xeris Biopharma Holdings ” or “ HoldCo ”).
“On behalf of the entire Strongbridge Board of Directors and management team, we thank our shareholders for their overwhelming support of this value creating transaction,” said John H. Johnson, Chief Executive Officer of Strongbridge. “As Xeris Biopharma Holdings, we will be an innovative leader in endocrinology and rare diseases, with a differentiated technology platform well-positioned to meet the unmet needs of patients around the world. With the achievement of this significant milestone, we are excited to move ahead with completing the transaction and eager to realize the value that we expect to be created by this combination.”
Garheng Kong, M.D., Ph.D., Chairman of Strongbridge, said, “Today’s successful approval further bolsters our confidence in the value and bright future of Xeris Biopharma Holdings. I look forward to working alongside the Xeris Biopharma Board to deliver value to our shareholders and to accelerate and advance our ability to address the unmet needs of the patient communities that we serve.”
Under the terms of the agreement announced on May 24, 2021, Xeris will acquire Strongbridge in a stock and contingent value rights (“ CVR ”) transaction for a transaction equity value of approximately $267 million, based on the closing price of Xeris common stock on May 21, 2021 and Strongbridge’s fully diluted share capital. This represents approximately $2.72 per Strongbridge ordinary share and a 12.9% premium to the closing price of Strongbridge ordinary shares on May 21, 2021. Strongbridge shareholders will also receive 1 non-tradeable CVR for each Strongbridge ordinary share they own, worth up to an additional $1.00 payable in cash or Xeris Biopharma Holdings common stock (at Xeris Biopharma Holdings’ election) upon achievement of the following triggering events: (i) the listing of at least one issued patent for KEVEYIS® in the U.S. Food & Drug Administration’s Orange Book by the end of 2023 or at least $40 million in KEVEYIS® annual net sales in 2023 ($0.25 per ordinary share), (ii) the achievement of at least $40 million in RECORLEV® annual net sales in 2023 ($0.25 per ordinary share), and (iii) the achievement of at least $80 million in RECORLEV® annual net sales in 2024 ($0.50 per ordinary share). The minimum payment on the CVR per Strongbridge ordinary share is zero and the maximum payment is $1.00 in cash or Xeris Biopharma Holdings common stock, at Xeris Biopharma Holdings’ election
The transaction is expected to close early in the fourth quarter of 2021, subject to customary closing conditions and approval by Xeris shareholders.
Results of Court Meeting and EGM
As described above, on September 8, 2021, Strongbridge held a Court Meeting and EGM in Pennsylvania, United States of America, in each case relating to the previously announced transaction whereby Xeris Biopharma Holdings, a Delaware corporation and a direct wholly owned subsidiary of Xeris, will acquire Strongbridge (the “ Acquisition ”). Both meetings were held to seek shareholder approval of the Acquisition, which will be effected by means of a “scheme of arrangement” under Chapter 1 of Part 9 of the Irish Companies Act of 2014, in accordance with Irish law. Strongbridge’s shareholders approved the proposal at the Court Meeting and each of the proposals at the EGM required to approve and implement the scheme of arrangement.
There were 67,828,952 ordinary shares of Strongbridge outstanding as of 5:00 p.m. (Eastern Time in the U.S.) on July 27, 2021, the voting record time for the Court Meeting and the EGM. A quorum was present at each of the Court Meeting and the EGM. 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.
Strongbridge will be filing a Form 8-K with the U.S. Securities and Exchange Commission setting forth 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