Amended Statement of Ownership: Solicitation (sc 14d9/a)
April 20 2016 - 4:19PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
SCHEDULE 14D-9
(RULE 14d-101)
(Amendment No. 4)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES
EXCHANGE ACT OF 1934
___________________________
BIOTIE THERAPIES OYJ
(Name of Subject Company)
_________________________________
BIOTIE THERAPIES OYJ
(Name of Person(s) Filing Statement)
_________________________________
Ordinary shares, no nominal value (“Shares”)
American Depositary Shares (“ADSs”),
each representing 80 Shares
Option rights issued under the December 6, 2011 option plan (“2011 Option Rights”)
Option rights issued under the January 2, 2014 option plan (“2014 Option Rights”)
Option rights issued under the January 4, 2016 option plan (“2016 Option Rights”)
Share units issued under the December 6, 2011 equity incentive plan (“2011 Share Rights”)
Share units issued under the January 2, 2014 equity incentive plan (“2014 Share Rights”)
Option rights issued under the Swiss option plan dated June 18, 2008 (“Swiss Option Rights”)
Warrants issued on May 28, 2015 (“Warrants”)
(Title of Class of Securities)
FI0009011571 (Shares)
09074D103 (ADSs)
None (2011 Option Rights)
None (2014 Option Rights)
None (2016 Option Rights)
None (2011 Share Rights)
None (2014 Share Rights)
None (Swiss Option Rights)
None (Warrants)
(CUSIP Number of Class of Securities)
_________________________________
Timo Veromaa
Chief Executive Officer
Biotie Therapies Oyj
Joukahaisenkatu 6, FI-20520
Turku, Finland
(+358) 2 274-8900
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With a copy to:
Michael Davis
Sophia Hudson
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
_________________________________
☐
Check the box if the filing relates solely to preliminary communications made before the commencement
of a tender offer.
This
Amendment No. 4 to Schedule 14D-9 (this
“
Amendment
”
) amends and supplements
the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the United States Securities and Exchange Commission
(the
“
SEC
”
) on March 11, 2016 (together with the Exhibits and Annexes
thereto and as amended or supplemented hereby and from time to time, the
“
Schedule 14D-9
”
)
by Biotie Therapies Oyj, or Biotie Therapies Corp. in English, a public limited liability company organized under the laws of
Finland (the
“
Company
”
). The Schedule 14D-9 relates to the tender
offer by Acorda Therapeutics, Inc., a corporation organized under the laws of Delaware (the
“
Offeror
”
)
to purchase all Outstanding Shares, ADSs and Outstanding Equity Instruments of the Company, as described in the Tender Offer Statement
on Schedule TO (together with the exhibits thereto, as amended, the
“
Schedule TO
”
),
filed by the Offeror with the SEC on March 11, 2016.
Capitalized terms used, but not otherwise
defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.
Item 8. Additional Information
Item 8 of the Schedule 14D-9 is hereby
amended and supplemented as follows:
The subsection entitled “
(f) Expiration
of the Initial Offer Period; Subsequent Offer Period; Compulsory Redemption
” is hereby amended and supplemented by adding
the language set forth below following the last paragraph of such subsection:
“On April 20, 2016, the Company was
informed by the Offeror that it will initiate subsequent compulsory redemption proceedings to acquire the remaining Outstanding
Shares (including Shares represented by ADSs) for a price equal to that offered in the Offer.”
Item 9. Exhibits
Item 9 of the Schedule 14D-9 is hereby
supplemented by adding the following exhibit thereto:
Exhibit
No.
|
Description
|
(a)(1)(P)
|
Stock Exchange Release, dated April 20, 2016 (incorporated
by reference to Exhibit 99.1 of the Form 6-K filed by the Company on April 20, 2016 relating to the Offeror’s commencement
of subsequent compulsory redemption proceedings).
|
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
BIOTIE THERAPIES OYJ
|
|
|
By:
|
/s/ Timo Veromaa
|
|
Name: Timo Veromaa
|
|
Title: President and Chief Executive Officer
|
Dated: April 20, 2016
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