Cycle Pharmaceuticals Reaffirms All-Cash Proposal to Acquire Vanda Pharmaceuticals for $8.00 Per Share
Vanda Board Intensifies Entrenchment Efforts with Recent Bylaw Amendments Despite Active Premium Proposal
Proposal Delivers Immediate, Compelling and Certain Cash Value for Vanda Shareholders with a Highly Attractive Premium of 80% to Vanda’s Closing Share Price on
Urges Vanda Shareholders to Express Their Views on the Proposal to the Independent Directors of the Vanda Board of Directors
Cycle’s proposal represents a 80% premium to Vanda’s share price at the close of business on
On
Cycle today issued the following statement:
“We are confident that our
Despite the significant value and highly attractive premium of our proposal, Vanda’s Board and management team have refused to engage with us to discuss its merits and instead, have continued to prioritize their own interests and self-preservation with egregious actions that blatantly disenfranchise Vanda shareholders. When Vanda requested an additional two weeks to review our proposal, we gave them the extension as requested, underscoring our continued flexibility and willingness to collaborate in creating the best outcome for Vanda shareholders. Unfortunately, instead of reviewing and responding to our proposal, Vanda held a Board meeting to update its bylaws to further entrench the Board, which included the addition of multiple procedural obstacles in the way of nominating directors, unilaterally adding a whole new layer of arbitrary rules to the detriment of Vanda shareholders, all while failing to disclose the
Even more concerning is Vanda’s failure to receive FDA clearance for tradipitant, whose prospects had been prominently cited in June by Vanda for its rejection of our initial offer. The rejection followed an unsuccessful Phase 3 clinical trial, where tradipitant didn’t reach its primary endpoint and performed no better than a placebo.
We urge Vanda shareholders to express their views on this proposal to the independent directors of the Vanda Board of Directors. We stand ready to work immediately with Vanda’s Board and management team to reach an agreement that would provide a compelling premium and certain cash value today for all Vanda shareholders.”
Cycle has substantial cash on hand, and both of Cycle’s financial advisors are highly confident that, following limited due diligence, committed financing will be put in place for the transaction. Cycle will obtain fully underwritten, binding commitment letters for any debt financing prior to signing a definitive merger agreement, which will not contain any financing contingency.
The full text of Cycle’s proposal delivered to Vanda’s Board on
Reaffirmed Non-Binding Proposal to
Following the regulatory update and complete response letter ("CRL") received from the FDA with regards to the NDA of tradipitant, we are writing to reaffirm our continued interest in pursuing an acquisition of
With the continued support of Cycle's management team, Board, and shareholders, we are pleased to re submit this letter ("Letter"), in addition to our previously submitted
We reaffirm our proposal, which remains subject to the pre-conditions set out in this Letter and the
- Fully diluted equity value of $488mm
- Enterprise value of $100mm
-
A premium of approximately 74 per cent to the Vanda share price as at the close of business on
September 20, 2024 of$4.61 per share, and an 11 per cent increase over the premium at the time of ourMay 24, 2024 Letter
Cycle's offer continues to represent a better outcome for i) shareholders, with an all-cash upfront offer, and ii) patients, as Cycle has an established track record of delivering medicines and individualized support to patients suffering from conditions with high unmet medical need.
This Purchase Price is based on publicly available information and our position remains the same as laid out in our
We request that you provide a response to this Letter no later than
Very truly yours,
About
Cycle focuses on rare metabolic, immunological, and neurological genetic conditions. Within neurological conditions, Cycle focuses on multiple sclerosis. Cycle’s
- NITYR® (nitisinone) Tablets (since 2017)
- SAJAZIR™ (icatibant) Injection (since 2021)
- JAVYGTOR™ (sapropterin dihydrochloride) Tablets and Powder (since 2022)
- TASCENSO ODT® (fingolimod) (since 2023)
- TIOPRONIN delayed-release tablets (since 2024)
- ORMALVI™ (dichlorphenamide) Tablets (since 2024)
Cycle achieved
Cycle is headquartered in
For more information, please visit www.cyclepharma.com and follow us on X, LinkedIn and Facebook.
Additional Information
The terms of this announcement are non-binding and intended solely to provide the basis on which Cycle is presently willing to negotiate definitive transaction documentation in respect of the proposal, and are not intended to, and should not be deemed or construed to, create or constitute any sort of binding offer, commitment, right or obligation on the part of Cycle, Vanda, Vanda’s shareholders, or their respective affiliates. Any such offer, commitment, right or obligation will come into existence only by the execution and delivery of binding definitive transaction documentation by the parties setting forth the terms and conditions of such offer, right, commitment or obligation, and will be subject in each case to the satisfaction or waiver of all applicable conditions. The failure for any reason to execute and deliver the definitive transaction documentation or consummate the proposal will impose no liability on any party hereto or their respective affiliates.
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