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SECURITY AND EXCHANGE COMMISSION
Washington, DC 20549
Solicitation / recommendation statement
Under section 14 (d) (4) of the Securities Exchange Act of 1934
Adamas Pharmaceuticals, Inc.
(Name of the company concerned)
Adamas Pharmaceuticals, Inc.
(Name of person filing declaration)
Common shares, par value of $ 0.001 per share
(Title of the securities category)
(CUSIP number of the security category)
Christophe B. Prentiss
Adamas Pharmaceuticals, Inc.
1900 Powell Street, Suite 1000
(Name, address and telephone number of the person authorized to receive notices and communications
on behalf of the person filing a declaration)
With copy to:
101 California Street, 5e Ground
San Francisco, California 9411-5800
X Check the box if the filing concerns only preliminary communications made before the start of a takeover bid.
This Annex 14D-9 filing includes the following communications relating to the announcement of the completion of an agreement and merger plan, dated October 10, 2021, by and between Adamas Pharmaceuticals, Inc., a Delaware corporation (“Adamas“or the”Society“) entered into an agreement and plan to merge, by and between Adamas, Supernus Pharmaceuticals, Inc., a Delaware corporation (“Supernus“), and Supernus Reef, Inc., a Delaware corporation and a wholly owned subsidiary of Supernus (“Buyer“).
The information set out in Sections 1.01, 8.01 and 9.01 of the current Report on Form 8-K filed with the Securities and Exchange Commission (the “”SECOND”) By the Company on October 12, 2021 (including the attachment thereto) is incorporated herein by reference.
Additional information and where to find it
The public tender offer for the outstanding ordinary shares of Adamas has not been launched. This deposit does not constitute a recommendation, an offer to buy or a solicitation of an offer to sell Adamas securities. At the time the tender offer is initiated, Supernus and the buyer will file a tender offer statement on Schedule TO (including a tender offer) with the SEC and thereafter , Adamas will file a solicitation / recommendation statement on Schedule 14D-9 with the SEC, in each case, with respect to the takeover bid. Supernus’ solicitation and offer to purchase Adamas common stock will only be made in accordance with this offer to purchase and related documents. Once filed, investors and securityholders are urged to carefully read these documents (including the offer to purchase, a related letter of transmittal and certain other tender offer documents, as each may be amended or supplemented from time to time) as they will contain important information that Adamas investors and security holders should consider before making any decision regarding the offering of their common shares, including the terms and conditions of the takeover bid. The tender offer statement, offer to purchase, solicitation / recommendation statement and related documents will be filed with the SEC, and Adamas investors and security holders can obtain a free copy. of these documents (when available) and other documents filed by Supernus, Buyer and Adamas with the SEC on the website maintained by the SEC at www.sec.gov. In addition, the takeover bid statement and other documents that Supernus and the buyer file with the SEC will be made available to all investors and holders of securities of Adamas free of charge by the agent of Adamas. information for the takeover bid. Investors may also obtain, free of charge, documents filed or provided to the SEC by Adamas in the “Investors & Media” section of Adamas’ website at https://www.adamaspharma.com/.
This filing contains forward-looking statements. These forward-looking statements are not descriptions of historical facts, they are forward-looking statements reflecting current beliefs, certain current assumptions and expectations of management and may be identified by words such as “believes”, “may”, “will” , “Estimate”, “continue”, “anticipate”, “intend”, “could”, “would like”, “project”, “plan”, “the potential”, “seek”, “” ” ” ” ” ” ” ” Or plural of these words or similar expressions. These forward-looking statements are based on management’s current expectations, beliefs, estimates, projections and assumptions. As such, forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties which are difficult to predict.
Accordingly, a number of important factors could cause actual results to differ materially from those indicated by these forward-looking statements, including: the risk that the proposed acquisition of Adamas by Supernus will not be completed; the possibility that competing offers or acquisition proposals for Adamas may be made; the delay or failure of the terms of the tender offer to be met (or waived), including the insufficient number of Adamas ordinary shares tendered to the tender offer; failure (or delay) to receive regulatory approvals required for the proposed acquisition; the possibility that prior to the completion of the transactions contemplated by the Acquisition Agreement, the business of Supernus or Adamas may experience material disruption due to the uncertainty associated with the transaction; the effects of disrupting Adamas’ business transactions and the fact that announcing and waiting for transactions may make it more difficult to build or maintain relationships with employees, manufacturers, suppliers, vendors, business partners and patient distribution channels; the occurrence of any event, change or other circumstance that may result in the termination of the acquisition contract; the risk that a shareholder litigation in connection with the proposed transaction could result in significant defense, indemnification and liability costs; failure to meet or waive the closing conditions set out in the acquisition contract; the possibility that Adamas’ expectations as to the extent to which Adamas will be able to continue to market GOCOVRI prolonged-release capsules (amantadine), OSMOLEX prolonged-release tablets (amantadine) and any other product and product candidate of Adamas might not come true as anticipated; the possibility that the anticipated scope, rate of progression and cost of preclinical studies and clinical trials of Adamas and other research and developments that Adamas may pursue may not materialize; the possibility that Adamas’ estimates of its expenses, current losses, future income, capital requirements and requirements or ability to obtain additional financing may not be accurate; the possibility that Adamas’ expectations will not be met about the adequacy of his capital resources; the possibility that Adamas’ expectations will not be met with respect to its ability to obtain and maintain intellectual property protection for its products and any of its product candidates; the possibility that Adamas’ expectations will not be met with respect to the legal proceedings to which Adamas is a party and the associated suspensions and terms of settlement; the possibility that the reception and the timetable foreseen by Adamas of the royalties from its collaborators will not be carried out as planned; the possibility that Adamas’ expectations will not be met in terms of the income from his collaborations; the possibility that Adamas ‘expectations will not be met relates to Adamas’ ability to retain and recruit key personnel and third party distributors; the possibility that Adamas’ expectations will not be met with respect to his anticipated financial performance; the possibility that Adamas’ expectations will not be met with respect to its anticipated developments and projections regarding its competitors or the industry in which Adamas operates; the possibility that unforeseen safety issues arise for GOCOVRI, which could require Adamas to change the prescribing information, limit the use of the product or result in disputes; the possibility that other manufacturers may obtain approval of generic versions of GOCOVRI or of products with which Adamas competes; the possibility that the third-party organizations that manufacture, supply and distribute GOCOVRI may not function adequately or not meet the needs of Adamas; the possibility that changes in health care law and related regulations could occur and negatively impact Adamas’ ability to generate income or could limit or prevent the commercial success of the products or product candidates of Adamas; the possibility that filings or regulatory approvals for products or product candidates developed by Adamas or its partners may not be made or granted as currently planned; the possibility that Adamas may not be able to negotiate adequate prices, coverage and reimbursement for its product and product candidates with third parties and government authorities; the possibility of political, social and economic instability, natural disasters or public health epidemics in countries where Adamas or his associates carry out activities related to the affairs of Adamas; and various other risks set forth from time to time in documents filed by Supernus or Adamas with the SEC, including, but not limited to, risks discussed in Supernus’ annual report on Form 10-K for the fiscal year ended December 31, 2020 and in its other documents filed with the SEC and the risks discussed in Adamas’ annual report on Form 10-K for the year ended December 31, 2020 and in its other documents filed with the SEC . The risks and uncertainties may be magnified by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic affects the business, operations and financial results of Supernus and Adamas, including the duration and magnitude of these effects, will depend on many factors, which are unpredictable, including, but without limitation, the duration and spread of the outbreak, its severity, actions to contain the virus or address its impact, and how quickly and to what extent normal economic and operational conditions can resume. Supernus and Adamas disclaim any obligation to update any of these forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.
After investigation and to the best of my knowledge, I certify that the information contained in this statement is true, complete and correct.
|ADAMAS PHARMACEUTICALS, INC.|
|Through:||/ s / Christophe B. Prentiss|
|Name:||Christophe B. Prentiss|
|As of: October 12, 2021|