WASHINGTON, May 24, 2024
/PRNewswire/ -- Vanda Pharmaceuticals Inc. (Vanda) (Nasdaq: VNDA)
today announced that the Company's Board of Directors (the "Board")
carefully reviewed the revised unsolicited proposal from Future
Pak, LLC ("FP") to acquire the Company for $7.25 to $7.75 per
share in cash plus certain Contingent Value Rights ("CVRs") and,
after having consulted with the Company's independent financial and
legal advisors, unanimously concluded that the proposal
substantially undervalues the Company, creates significant risk and
uncertainty and is not in the best interests of the Company and its
shareholders. Accordingly, the Board has rejected the proposal.
In reaching its conclusion, the Board evaluated all aspects of
Vanda's business, including its clinical development pipeline,
expanding commercial presence and significant cash balance, as well
as the speculative nature of the CVRs given the uncertainty
surrounding the achievement of the commercial milestones under FP's
management. The Board believes the revised unsolicited proposal is
yet another opportunistic attempt to purchase the Company's shares
at a discount to Vanda's intrinsic value.
The Board and management team remain confident that Vanda's
robust revenue, strong cash position and efficient operations
position the Company well for significant long-term growth and
value creation far in excess of the consideration offered by
FP.
There is no action for shareholders to take at this time.
About Vanda Pharmaceuticals Inc.
Vanda is a leading global biopharmaceutical company focused on
the development and commercialization of innovative therapies to
address high unmet medical needs and improve the lives of patients.
For more on Vanda Pharmaceuticals Inc., please visit
www.vandapharma.com and follow us on X @vandapharma.
Cautionary Note Regarding Forward Looking Statements
Various statements in this press release, including, but not
limited to, statements regarding the Board's assessment of
the FP proposal and the confidence that the Board and
management team have in the Company's long-term prospects for
growth and value creation, are "forward-looking statements" under
the securities laws. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements. Forward-looking statements are based upon current
expectations and assumptions that involve risks, changes in
circumstances and uncertainties. Therefore, no assurance can be
given that the results or developments anticipated by Vanda will be
realized or, even if substantially realized, that they will have
the expected consequences to, or effects on, Vanda. Forward-looking
statements in this press release should be evaluated together with
the various risks and uncertainties that affect Vanda's business
and market, particularly those identified in the "Cautionary Note
Regarding Forward-Looking Statements", "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" sections of Vanda's most recent Annual
Report on Form 10-K, as updated by Vanda's subsequent
Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and other filings with the U.S. Securities
and Exchange Commission, which are available
at www.sec.gov.
All written and verbal forward-looking statements attributable
to Vanda or any person acting on its behalf are expressly
qualified in their entirety by the cautionary statements contained
or referred to herein. Vanda cautions investors not to rely too
heavily on the forward-looking statements Vanda makes or that are
made on its behalf. The information in this press release is
provided only as of the date of this press release, and Vanda
undertakes no obligation, and specifically declines any obligation,
to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
Corporate Contact:
Kevin Moran
Senior Vice President, Chief Financial Officer and Treasurer
Vanda Pharmaceuticals Inc.
202-734-3400
pr@vandapharma.com
Jim Golden / Jack Kelleher /
Dan Moore
Collected Strategies
VANDA-CS@collectedstrategies.com
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SOURCE Vanda Pharmaceuticals Inc.