13D Filing: Baupost Group and Biotie Therapies Corp.

The Reporting Persons currently hold shares of Common Stock, as well as warrants and American Depository Shares (“ADSs”) representing shares of Common Stock, for investment purposes, subject to activities related to the transactions contemplated by the agreements described in this Item 4, including, without limitation, tendering shares of Common Stock, warrants and ADSs in connection with the Combination Agreement (defined below) and the transactions contemplated thereby, and the other matters described in this Item 4 and in Item 6.

Combination Agreement

On January 19, 2016, Acorda Therapeutics, Inc., a Delaware corporation (“Acorda”), entered into a Combination Agreement (the “Combination Agreement”) with the Issuer. Pursuant to the terms of the Combination Agreement, Acorda will offer to acquire all of the outstanding shares of Common Stock, ADSs, options, restricted unit awards and warrants (collectively, the “Equity Interests”) in the Issuer through a public tender offer (the “Tender Offer”), and, if necessary, through subsequent compulsory redemption proceedings in accordance with the Finnish Companies Act (together with the Tender Offer, the “Transaction”).

Pursuant to the terms and conditions of the Combination Agreement, the consideration offered by Acorda for all issued and outstanding shares, ADSs, options, restricted unit awards and warrants of the Issuer in the Transaction is (i) €0.2946 in cash per share, (ii) €23.5680 in cash per ADS, payable in the equivalent amount of U.S. dollars determined as near to the payment date as reasonably practicable based on the U.S. dollar spot rate against the euro exchange rate on the nearest practicable day to the closing date of the Tender Offer, (iii) various prices for the options and restricted unit awards depending on their exercise price and (iv) €0.1664 in cash per warrant, representing an aggregate equity purchase price of approximately €334 million (or approximately $363 million based on an exchange rate of 1.0864 U.S. dollars to euros).

The consummation of the Transaction is subject to certain customary conditions, including, among others, (i) the valid tender to (or other acquisition by) Acorda of at least 90 percent of the issued and outstanding shares and voting rights of the Issuer on a fully diluted basis, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and (iii) the Combination Agreement not having been terminated.

The Combination Agreement includes certain customary termination provisions. In particular, the Combination Agreement may be terminated with immediate effect at any time prior to closing (i) by the Issuer if the Issuer’s board of directors has cancelled or changed its recommendation concerning the Transaction in compliance with the provisions of the Combination Agreement, (ii) by Acorda if the Issuer’s board of directors has cancelled or changed its recommendation concerning the Transaction in a manner detrimental to Acorda or (iii) by either party if the closing of the Transaction has not occurred by June 19, 2016 (except where the failure of the Transaction to close by such date resulted from such party’s breach of the Combination Agreement).

The foregoing description of the Combination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Combination Agreement, which has been filed as Exhibit 99.1 to the Issuer’s Report on Form 6-K filed on January 19, 2016.

Undertaking

On January 19, 2016, in connection with the Combination Agreement, certain private investment limited partnerships managed by Baupost entered into an undertaking (the “Undertaking”) with Acorda pursuant to which they irrevocably undertook to (i) accept the Tender Offer, (ii) deliver evidence of such acceptance to Acorda within 10 business days of the beginning of the acceptance period of the Tender Offer and (iii) not exercise voting rights pertaining to any outstanding shares, ADSs or shares subscribed based on warrants in favor of a transaction competitive with the Transaction subject to certain exceptions set forth in the Undertaking. The Undertaking will terminate upon the first to occur of the following: (a) the board of directors of the Issuer fails to recommend that the holders of outstanding shares, ADSs and warrants accept the Tender Offer, or modifies or withdraws such recommendation; (b) the Tender Offer is completed and settled; (c) Acorda announces publicly that it will not complete the Tender Offer; (d) the Combination Agreement is terminated; (e) any amendment is made to the Tender Offer that reduces the offer consideration or otherwise materially changes the terms and conditions of the Tender Offer in a manner adverse to such partnerships; or (f) the Tender Offer, having been launched or published, fails to be completed by June 19, 2016.

The foregoing description of the Undertaking does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Undertaking, which is attached as Exhibit C hereto.