DUBLIN, Ireland and TREVOSE, Pa., October 5, 2021 (GLOBE NEWSWIRE) – Strongbridge Biopharma plc (NASDAQ: SBBP) (the “Company” or “Strongbridge”) today announced that the High Court of Ireland (the “ Court “) approved the previously announced proposed acquisition of Strongbridge by Xeris Pharmaceuticals, Inc. (Nasdaq: XERS) (” Xeris “) by way of a plan of arrangement (the” Plan “) under Chapter 1 of Part 9 of the Irish Companies Act 2014 (the “Act”).
The Court’s sanction hearing relating to the Plan was held earlier today, during which the Court sanctioned the Plan and confirmed the corresponding capital reduction.
The Scheme entered into force earlier today, on October 5, 2021, upon registration of the following documents by the Registrar of Companies in Ireland:
The court order sanctioning the Plan and confirming the related capital reduction; and
The minutes required by article 86 of the law on capital reduction.
Payment to Strongbridge shareholders of the consideration to which they are entitled under the Scheme will be made within 14 days in accordance with the terms of the Scheme and is expected to begin as soon as possible.
About Strongbridge Biopharma plc
Strongbridge Biopharma plc is a global commercial-stage biopharmaceutical company focused on the development and commercialization of therapies for rare diseases with significant unmet needs. Strongbridge’s Rare Endocrine Franchise Includes RECORLEV® (levoketoconazole), an adrenal steroidogenesis inhibitor with a new drug application currently under FDA review for the treatment of endogenous Cushing’s syndrome, and extended-release veldoreotide, a new generation preclinical somatostatin analogue under investigation for the treatment of acromegaly and for potential additional applications in other conditions conducive to somatostatin receptor activation. RECORLEV and veldoreotide have both received orphan drug designation from the FDA and the European Medicines Agency. The Company’s Rare Neuromuscular Franchise Includes KEVEYIS® (dichlorphenamide), the first and only FDA-approved treatment for hyperkalaemic, hypokalaemic, and related variants of primary periodic paralysis. KEVEYIS has orphan drug exclusivity in the United States.
NOT FOR DISTRIBUTION, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, IN OR FROM ANY JURISDICTION OR TO DO SO CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
Corporate and media relations
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This communication contains certain forward-looking statements regarding a proposed transaction involving Xeris and Strongbridge and Xeris, Strongbridge and / or the estimated or anticipated future business of the combined group, operating performance and results and financial condition, including estimates, forecasts, goals and plans for Xeris and Strongbridge and, after the Acquisition, if completed, the combined group. The words “believe”, “expect”, “anticipate”, “plan” and similar expressions, among others, generally identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those indicated in forward-looking statements. These risks and uncertainties include, but are not limited to, the possibility that a possible acquisition will not be pursued, the inability to obtain the necessary shareholder or regulatory approvals or the required financing or to meet the any of the other conditions of a possible acquisition, the reaction of Xeris and Strongbridge shareholders to the proposed transaction, adverse effects on the market price of the common shares of Xeris (“Xeris Shares”) or of the common shares of Strongbridge (“Strongbridge Shares”) and on the results of operations of Xeris or Strongbridge due to failure to complete the eventual acquisition, failure to realize the expected benefits of the eventual acquisition, inability to quickly and efficiently integrate the activities of Strongbridge, the negative effects related to the announcement of the possible acquisition or any other announcement relating to the eventual acquisition ual or consumption of the possible at-market acquisition of Xeris Shares or Strongbridge Shares, significant transaction costs and / or unknown or inestimable liabilities, the risk that a potential payment of proceeds under the CVR Agreement will either not distributed at all or results in any value to Strongbridge shareholders, potential litigation associated with the eventual acquisition, the economic and business conditions that affect the combined companies as a result of the completion of the eventual acquisition, the impact of the COVID-19 pandemic on the business of Xeris or Strongbridge or the combined businesses as a result of the completion of the transaction, global changes, political, economic, business, competitive, market and regulatory forces , future exchange and interest rates, changes in tax laws, regulations, rates and policies, future acquisitions or discontinuances ons of companies and competitive developments. These forward-looking statements are based on numerous assumptions and assessments made in light of the experience and perception of Xeris or, as the case may be, Strongbridge of historical trends, current conditions, business strategies, the business environment. ‘operation, future developments and other factors it considers appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties as they relate to events and depend on circumstances that will occur in the future. Factors described in the context of such forward-looking statements in this announcement could cause Xeris’ plans for Xeris or Strongbridge, the actual results, performance or achievements of Strongbridge or Xeris, results and industry developments to differ materially. those expressed in or implied by these forward-looking statements. Although the expectations reflected in these forward-looking statements are believed to be reasonable, no assurance can be given that such expectations will prove to be correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements. who speak only on the date of this announcement. Additional information on economic, competitive, government, technological and other factors that may affect Xeris can be found in Section 1A, “Risk Factors,” in Xeris’ 2020 Annual Report on Form 10-K, which has been filed with the SEC, the contents of which are not incorporated by reference into, nor form part of, this announcement. Additional information on economic, competitive, government, technological and other factors that may affect Strongbridge is set out in Section 1A, “Risk Factors”, in Strongbridge’s 2020 Annual Report on Form 10-K, which has been As filed with the SEC, the contents are not incorporated by reference into, nor form part of, this announcement.
All forward-looking statements contained in this announcement are based on information available to Xeris, Strongbridge and / or their respective boards of directors, as applicable, as of the date of this announcement and, although believed to be true when made. , may ultimately prove to be incorrect. Subject to any obligation under applicable law, none of Xeris, Strongbridge or any member of their respective boards of directors undertakes to update any forward-looking statement, whether as a result of new information, future developments or otherwise, or to comply with any forward-looking statement – forward-looking statement about actual results, future events or 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 VALUATION
No statement in this communication is intended to constitute an earnings forecast for any period, and no statement should be construed to imply that earnings or earnings per share will necessarily be higher or lower than in previous financial periods relevant to Strongbridge. , Xeris or HoldCo. if applicable. Nothing in this communication constitutes a valuation of assets.
DECLARATION REQUIRED BY THE IRISH CONTROL 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 precautions to ensure that this is the case), the information contained in this communication for which they respectively accept responsibility is consistent with the facts and do not omit anything that may affect the import of this information.
The broadcast, publication or distribution of this communication in or in certain jurisdictions may be restricted by the laws of those jurisdictions, including any restricted jurisdiction (as defined in the Scheme of Arrangement). Accordingly, copies of this communication and all other documents relating to the Transaction are not and must not be disseminated, published, mailed or otherwise transmitted, distributed or sent in, to or from these Restricted Jurisdictions. Persons receiving such documents (including, without limitation, agents, trustees and custodians) must adhere to these restrictions. Failure to do so may constitute a violation of the securities laws of such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed transaction accept no responsibility for violations of 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 posted on the joint Xeris and Strongbridge microsite at www.xerisstrongbridge.com, accessible via a link on the Xeris website at www.xerispharma .com and on Strongbridge’s website at www.strongbridgebio.com.
The content of any website mentioned in this communication is not integrated and does not form part of this communication.