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Supernus Pharmaceuticals Announces Expiration of Hart-Scott-Rodino Waiting Period for Adamas Pharmaceuticals Tender Offer
ROCKVILLE, Md., Nov. 23, 2021 (GLOBE NEWSWIRE) -- Supernus Pharmaceuticals, Inc. (NASDAQ: SUPN) today announced that the required waiting period under the
About this update from Supernus Pharmaceuticals, Inc.
[{"type":"text","content":"ROCKVILLE, Md., Nov. 23, 2021 (GLOBE NEWSWIRE) -- Supernus Pharmaceuticals, Inc. (NASDAQ: SUPN) today announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) with respect to Supernus’ proposed acquisition of Adamas Pharmaceuticals, Inc. (NASDAQ: ADMS) expired at 11:59 p.m. on November 22, 2021. On October 21, 2021, Supernus and Adamas filed the Premerger Notification and Report Forms required under the HSR Act with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice. The expiration of the HSR Act waiting period satisfies one of the conditions to consummate the Offer (as defined below). The Offer continues to be subject to the remaining conditions set forth in the Offer to Purchase (as defined below) and the related Letter of Transmittal (as defined below). The Offer and withdrawal rights will expire at one minute following 11:59 p.m., New York time, on November 23, 2021, unless the Offer is extended or earlier terminated. The Offer and the Merger The tender offer (Offer) for all outstanding shares of common stock of Adamas for (1) $8.10 per Share, in cash, less any applicable withholding taxes and without interest (Cash Amount), plus (2) two non-transferable and non-tradable contingent value rights per Share, each of which represents the contractual right to receive a contingent payments of $0.50 in cash, less any applicable withholding taxes and without interest (each, a CVR), which amount will become payable, if at all, if specified milestones are achieved prior to December 31, 2024 and December 31, 2025, as applicable (collectively, the Cash Amount with the CVRs, the Offer Price), expires at one minute following 11:59 p.m., New York time, on November 23, 2021. Upon the completion of the Offer, Supernus intends to complete the acquisition of Adamas through the merger of Reef with and into Adamas, without a vote of Adamas stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (DGCL), with Adamas surviving the merger as a wholly-owned subsidiary of Supernus. In connection with the merger, each Adamas share not previously purchased in the Offer (other than (i) Adamas shares held by Adamas (or held in Adamas’ treasury) immediately prior to the effective time of the merger, (ii) any Adama...