- Updated tender offer materials provide additional summary information regarding existing Lundbeck offer terms, including existing CVR terms, and additional information regarding existing Alder director and officer share ownership
- Offer terms remain unchanged from commencement, with Lundbeck offering Alder stockholders upfront payment of USD 18.00 per share in cash along with one non-tradeable Contingent Value Right for USD 2.00 per share contingent on upon approval of eptinezumab by the European Medicines Agency
Valby, Denmark and Bothell, Washington, USA, 11 October 2019 - H. Lundbeck A/S (Lundbeck) and Alder BioPharmaceuticals (NASDAQ: ALDR) (Alder) each filed updated tender offer materials with the U.S. Securities and Exchange Commission (SEC) in connection with Lundbeck's pending tender offer (the Offer), for all outstanding shares of Alder, whereby Alder stockholders are being offered an upfront payment for USD 18.00 per share in cash, along with one non-tradeable Contingent Value Right (CVR) that entitles them to an additional USD 2.00 per share upon approval of eptinezumab by the European Medicines Agency, representing a total potential consideration of USD 20.00 per share.
The Offer commenced on 23 September 2019, and on the same day Lundbeck filed an offer to purchase and related letter of transmittal setting forth the terms of the Offer with the SEC and began mailing such materials to Alder stockholders. Also on 23 September 2019, Alder filed a solicitation and recommendation statement with the SEC under cover of Schedule 14D-9 recommending Alder stockholders tender their shares in the Offer and began mailing such statement to Alder stockholders.
Yesterday, Lundbeck filed an amended Schedule TO that revises the offer to purchase to include, among other things, additional disclosure relating to the material terms of the CVR and the related CVR agreement. The amended Schedule TO does not constitute any change to the terms of the Offer, which is scheduled to expire at the end of the day, one minute after 11:59 P.M., Eastern Time, on October 21, 2019, unless the Offer is extended or terminated.
Today, Alder filed an amended Schedule 14D-9 that revises the solicitation and recommendation statement in respect of the Offer to include further detail regarding the share holdings of Alder's directors and executive officers. The amended Schedule 14D-9 does not constitute any change to the unanimous recommendation of the Alder Board that Alder’s stockholders tender their shares in the Offer.
ALDER STOCKHOLDERS ARE URGED TO READ THESE AMENDMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT ALDER STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
The amended Schedule TO filed by Lundbeck and the amended Schedule 14D-9 filed by Alder, together with all other of their respective SEC filings, are available for free at the SEC’s website at www.sec.gov. Free copies of the amended filings may also be obtained by Alder stockholders by directing a request to the Information Agent for the Offer, Innisfree M&A Incorporated, at (888) 750-5834 (toll free).
About Alder BioPharmaceuticals, Inc.
Alder BioPharmaceuticals is a clinical-stage biopharmaceutical company focused on transforming migraine treatment through the discovery, development and commercialization of novel therapeutic antibodies. Alder’s lead product candidate, eptinezumab, is an investigational monoclonal antibody (mAb) delivered by infusion that inhibits the calcitonin gene-related peptide (CGRP) for the prevention of migraine. If approved by the U.S. Food and Drug Administration, it will be the first quarterly, anti-CGRP infusion therapy for migraine prevention. Alder is also developing ALD1910, a preclinical mAb that inhibits pituitary adenylate cyclase-activating polypeptide-38 (PACAP-38) for migraine prevention. For more information, please visit www.alderbio.com.
About H. Lundbeck A/S
H. Lundbeck A/S (LUN.CO, LUN DC, HLUYY) is a global pharmaceutical company specialized in brain diseases. For more than 70 years, we have been at the forefront of neuroscience research. We are tirelessly dedicated to restoring brain health, so every person can be their best.
An estimated 700 million people worldwide are living with brain diseases and far too many suffer due to inadequate treatment, discrimination, a reduced number of working days, early retirement and other unnecessary consequences. Every day, we strive for improved treatment and a better life for people living with brain diseases – we call this Progress in Mind.
Read more at www.lundbeck.com/global/about-us/progress-in-mind.
Our approximately 5,500 employees in more than 50 countries are engaged in the entire value chain throughout research, development, production, marketing and sales. Our pipeline consists of several R&D programs and our products are available in more than 100 countries. We have research centers in Denmark and California and our production facilities are located in Denmark, France and Italy. Lundbeck generated revenue of DKK 18,1 billion in 2018 (EUR 2,4 billion; USD 2,8 billion).
Notice to Investors
The Offer referred to in this release commenced on September 23, 2019. The description of the Offer contained in this release is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Lundbeck has filed or will file with the U.S. Securities and Exchange Commission (the SEC). The solicitation and offer to buy the common stock of Alder are only being made pursuant to the offer to purchase and related tender offer materials filed with the SEC by Lundbeck. On September 23, 2019, at the time the Offer was commenced, Lundbeck filed a tender offer statement on Schedule TO (including an offer to purchase, a related letter of transmittal and certain other offer documents), and Alder filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the Offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AND ANY AMENDMENTS THERETO FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION. INVESTORS AND ANY HOLDERS OF ALDER SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement are available for free at the SEC’s website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents may be obtained by Alder stockholders by directing a request to the Information Agent for the Offer, Innisfree M&A Incorporated, at (888) 750-5834 (toll free). Copies of the documents filed with the SEC by Alder will be available free of charge on Alder’s website at http://investor.alderbio.com/financial-information/sec-filings or by contacting Alder’s investor relations contact at +1 (212) 362-1200.
In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents filed by Lundbeck, as well as the solicitation/recommendation statement filed by Alder, Alder will also file annual, quarterly and current reports with the SEC. You may read and copy any reports or other information filed by Lundbeck or Alder at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Alder’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Safe Harbor/Forward-Looking Statements
This release contains forward-looking information related to Lundbeck, Alder and the proposed acquisition of Alder by Lundbeck that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this document include, among other things, statements about the potential benefits of the proposed acquisition, the anticipated contingent value right payment, anticipated royalties, earnings dilution and accretion, and growth, Lundbeck’s and Alder’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of Lundbeck and Alder, Alder’s product pipeline and portfolio assets, Alder’s ability to achieve certain milestones that trigger the contingent value right payment, the anticipated timing of closing of the proposed acquisition and expected plans for financing the proposed acquisition. Risks and uncertainties include, among other things, risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to how many of Alder’s stockholders will tender their shares in the tender offer and the possibility that the acquisition does not close; the possibility that competing offers may be made; risks related to obtaining the requisite consents to the acquisition, including, without limitation, the timing (including possible delays) and receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals and the risk that one or more governmental entities may deny approval); risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits and accretion from the proposed acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business and operational relationships; negative effects of this announcement or the consummation of the proposed acquisition on the market price of Lundbeck’s common stock, Lundbeck’s credit ratings and/or Lundbeck’s operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition; other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies, including government-mandated price decreases for Lundbeck’s products; future business combinations or disposals; the uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; the uncertainty that the milestones for the CVR payment may not be achieved in the prescribed timeframe or at all; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from Lundbeck’s and Alder’s clinical studies; whether and when drug applications may be filed in any jurisdictions for any potential indication for any of Lundbeck’s or Alder’s pipeline assets; whether and when any such applications may be approved by regulatory authorities, which will depend on myriad factors, including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s efficacy and, if approved, whether any such products will be commercially successful; decisions by regulatory authorities impacting labeling, manufacturing processes, safety and/or other matters that could affect the availability or commercial potential of any such products; and competitive developments. Neither Lundbeck nor Alder undertakes any obligation to update these forward-looking statements (whether as a result of new information, future events or otherwise) except to the extent otherwise required by law.
A further description of risks and uncertainties relating to Alder can be found in Alder’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov and https://www.alderbio.com/.
These forward-looking statements are based on numerous assumptions and assessments made by Lundbeck and Alder in light of their respective experiences and perceptions of historical trends, current conditions, business strategies, operating environment, future developments and other factors they believe are appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this release could cause Lundbeck’s plans with respect to Alder, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in the forward-looking statements in this release are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this release are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this release.
Certain assumptions made by Lundbeck are required by Danish Securities Law for full disclosure of material corporate information. Some assumptions, including assumptions relating to sales associated with product that is prescribed for unapproved uses, are made considering past performances of other similar drugs for similar disease states or past performance of the same drug in other regions where the product is currently marketed. It is important to note that although physicians may, as part of their freedom to practice medicine in the US, prescribe approved drugs for any use they deem appropriate, including unapproved uses, at Lundbeck, promotion of unapproved uses is strictly prohibited.
Palle Holm Olesen Mads Kronborg
Vice president, Investor Relations Senior director, Corp. Communication
+45 30 83 24 26 +45 36 43 40 00
Sarah McCabe: Andy Brimmer / Aura Reinhard / Tanner Kaufman
Stern Investor Relations, Inc. Joele Frank, Wilkinson Brimmer Katcher
212-362-1200 (212) 355-4449
H. Lundbeck A/S
Ottiliavej 9, 2500 Valby, Denmark
+45 3630 1311