Ipsen extends expiration date of tender offer for Albireo Pharma, Inc. to 1 March 2023
22 Février 2023 - 7:00AM
Ipsen
extends
expiration
date of
tender
offer for
Albireo Pharma,
Inc. to 1
March 2023
- Extension
allows for the
satisfaction of the HSR Act
related condition
as outlined in
the Merger Agreement
- Albireo
stockholders are
encouraged to
tender
their
shares to the
offer
today
PARIS, FRANCE,
22 February
2023 – Ipsen S.A. (Euronext: IPN;
ADR: IPSEY) today announced that Anemone Acquisition Corp.
(Purchaser), its wholly owned indirect subsidiary, has extended the
expiration time for the previously announced tender offer to
purchase all of the issued and outstanding shares of common stock
(the “Shares”) of Albireo Pharma, Inc. (Nasdaq: ALBO) (Albireo) at
a price of $42.00 per share, net to the holder in cash, plus one
non-transferable contractual contingent value right (CVR) per
share, in each case, without interest and subject to any applicable
withholding taxes, until 11:59 p.m., Eastern Time on Wednesday, 1
March 2023, unless further extended. The tender offer was
previously scheduled to expire at one minute after 11:59 p.m.,
Eastern Time, on Tuesday, 21 February 2023. All other terms and
conditions of the tender offer remain unchanged.
Each CVR represents the right to receive a
one-time payment, net to the holder in cash, of $10.00 per CVR,
without interest and subject to any applicable withholding of
taxes, contingent upon the achievement of a certain milestone upon
the terms and subject to the conditions described in the Offer to
Purchase dated 23 January 2023 (together with any amendments or
supplements thereto, the Offer to Purchase) and in the related
Letter of Transmittal.
The tender offer was extended to allow
additional time for the condition relating to the expiration or
termination of the waiting period (and any extension thereof) under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (HSR Act) to be satisfied.
Computershare Trust Company, N.A., the
depositary and paying agent for the tender offer, has indicated
that, as of 6:00 p.m., Eastern Time, on 21 February 2023,
approximately 13,229,445 shares had been validly tendered into and
not validly withdrawn from the tender offer, representing
approximately 63% of the Shares outstanding as of 20 January 2023.
Stockholders who have already tendered their shares into the tender
offer do not have to re-tender their shares or take any other
action as a result of the extension of the expiration time of the
tender offer.
Completion of the tender offer remains subject
to additional conditions described in the Tender Offer Statement on
Schedule TO (as may be amended or supplemented) filed by Purchaser,
Ipsen Biopharmaceuticals, Inc., Ipsen Pharma SAS and Ipsen S.A.,
with the United States Securities and Exchange Commission (SEC) on
23 January 2023.
Requests for documents and questions regarding
the tender offer may be directed to Georgeson LLC, the Information
Agent for the tender offer, by telephone (toll-free) at (866)
203-9357 or by email at albireopharma@georgeson.com.
ENDS
About IpsenIpsen is a global,
mid-sized biopharmaceutical company focused on transformative
medicines in Oncology, Rare Disease and Neuroscience. With total
sales of €3,0bn in FY2022, Ipsen sells medicines in over 100
countries. Alongside its external-innovation strategy, Ipsen’s
research and development efforts are focused on its innovative and
differentiated technological platforms located in the heart of
leading biotechnological and life-science hubs: Paris-Saclay,
France; Oxford, U.K.; Cambridge, U.S.; Shanghai, China. Ipsen has
around 5,000 colleagues worldwide and is listed in Paris (Euronext:
IPN) and in the U.S. through a Sponsored Level I American
Depositary Receipt program (ADR: IPSEY). For more information,
visit ipsen.com.
Additional Information and Where to Find
It This communication does not constitute an offer to buy
or solicitation of an offer to sell shares. This communication is
for informational purposes only. The tender offer is not being made
to, nor will tenders be accepted from, or on behalf of, holders of
shares in any jurisdictions in which the making of the tender offer
or the acceptance thereof would not comply with the laws of that
jurisdiction.
The tender offer is being made pursuant to a
Tender Offer Statement on Schedule TO (including an Offer to
Purchase, a related Letter of Transmittal and certain other tender
offer documents) filed by Purchaser, Ipsen Biopharmaceuticals,
Inc., Ipsen Pharma SAS and Ipsen S.A. with the SEC on 23 January
2023, as amended or supplemented from time to time. In addition, on
23 January 2023, Albireo filed a Solicitation/Recommendation
Statement on Schedule 14D-9 (as amended or supplemented from time
to time, the Solicitation/Recommendation Statement) with the SEC
related to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING
AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN
OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9, CONTAIN IMPORTANT INFORMATION.
ALBIREO’S STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY
(AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF ALBIREO’S
SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SECURITIES. Albireo’s stockholders are able to
obtain a free copy of these materials and other document with
respect to the tender offer at the website maintained by the SEC at
www.sec.gov.
For further information:
Contacts
Investors
Craig
MarksVice President, Investor Relations+44 (0)7584 349
193 |
|
Media
Anna
Gibbins Global Head of Franchise Communications, Rare
Disease+44 7717801900 |
Ioana PiscociuSenior Manager
Global Media Relations+33 6 69 09 12 96 |
|
|
Amy
Wolf VP, Head of Corporate Brand Strategy +41 79 576 07
23 |
|
- Ipsen - Press Release Announcing Extension of Tender Offer for
Albireo
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