0001140361-16-048200.txt : 20160120 0001140361-16-048200.hdr.sgml : 20160120 20160120164944 ACCESSION NUMBER: 0001140361-16-048200 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160120 DATE AS OF CHANGE: 20160120 GROUP MEMBERS: SAK CORP GROUP MEMBERS: SETH A. KLARMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Biotie Therapies Corp. CENTRAL INDEX KEY: 0001579695 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: H9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88895 FILM NUMBER: 161351516 BUSINESS ADDRESS: STREET 1: JOUKAHAISENKATU 6 CITY: TURKU STATE: H9 ZIP: FI-20520 BUSINESS PHONE: 358-2-274-8900 MAIL ADDRESS: STREET 1: JOUKAHAISENKATU 6 CITY: TURKU STATE: H9 ZIP: FI-20520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAUPOST GROUP LLC/MA CENTRAL INDEX KEY: 0001061768 IRS NUMBER: 043402144 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10 ST JAMES AVE STREET 2: SUITE 1700 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-210-8300 MAIL ADDRESS: STREET 1: 10 ST JAMES AVE STREET 2: SUITE 1700 CITY: BOSTON STATE: MA ZIP: 02116 SC 13D 1 doc1.htm NONE Schedule 13D


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. n/a )*

Biotie Therapies Corp.

(Name of Issuer)


Common Stock

(Title of Class of Securities)


09074D103

(CUSIP Number)


Seth A. Klarman,  The Baupost Group, L.L.C.  10 St. James Avenue, Suite 1700,  Boston,  Massachusetts  02116  Phone : (617) 210-8300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


January 19, 2016

(Date of Event which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
The Baupost Group, L.L.C.
04-3402144
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
AF
   
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Commonwealth of Massachusetts
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
   
   
8
SHARED VOTING POWER
   
172,711,112
   
   
9
SOLE DISPOSITIVE POWER
   
0
   
   
10
SHARED DISPOSITIVE POWER
   
172,711,112
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
172,711,112
   
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
17.1%
   
   
14
TYPE OF REPORTING PERSON
   
IA
   
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
SAK Corporation
04-3334541
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
AF
   
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Commonwealth of Massachusetts
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
   
   
8
SHARED VOTING POWER
   
172,711,112
   
   
9
SOLE DISPOSITIVE POWER
   
0
   
   
10
SHARED DISPOSITIVE POWER
   
172,711,112
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
172,711,112
   
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
17.1%
   
   
14
TYPE OF REPORTING PERSON
   
HC
   
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Seth A. Klarman
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
AF
   
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
The United States of America
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
   
   
8
SHARED VOTING POWER
   
172,711,112
   
   
9
SOLE DISPOSITIVE POWER
   
0
   
   
10
SHARED DISPOSITIVE POWER
   
172,711,112
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
172,711,112
   
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
17.1%
   
   
14
TYPE OF REPORTING PERSON
   
HC
   
   
 
 
 
 
Item 1.
Security and Issuer
  
 
 
This statement on Schedule 13D relates to the ordinary shares, no nominal value (the “Common Stock”) of Biotie Therapies Corp., a Finnish public limited liability company (the “Issuer”). The principal executive offices of the Issuer are located at Joukahaisenkatu 6, FI-20520 Turku, Finland.
 
Item 2.
Identity and Background
  
 
 
(a)
This statement on Schedule 13D is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), SAK Corporation ("SAK"), and Seth A. Klarman ("Mr. Klarman") (collectively, the "Reporting Persons"). The Reporting Persons are filing jointly, and the agreement among them to file jointly is attached hereto as Exhibit A and incorporated herein by reference. The execution and filing of such joint filing agreement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group.

 
(b)
The address of the principal business and principal office of each of the Reporting Persons is 10 St. James Avenue, Suite 1700, Boston, Massachusetts 02116.

 
(c)
Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to various private investment limited partnerships, and securities reported on this Schedule 13D as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships. SAK is the Manager of Baupost. Mr. Klarman is the sole shareholder of SAK and a controlling person of Baupost. SAK, as the Manager of Baupost, and Mr. Klarman, as the sole shareholder of SAK Corporation and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, of the securities beneficially owned by Baupost. Pursuant to Exchange Act Rule 13d-4, Seth A. Klarman and SAK Corporation declare that the filing of this statement on Schedule 13D shall not be deemed an admission by either or both of them that they are, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement on Schedule 13D.

 
(d)
None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.

 
(e)
None of the Reporting Persons have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years.

 
(f)
Baupost is a Massachusetts limited liability company, SAK is a Massachusetts corporation, and Mr. Klarman is a citizen of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration
  
 
 
The securities to which this statement relates were purchased by through a combination of private placement transactions with the Issuer and open market transactions. The source of funds of such purchases was the capital of certain private investment limited partnerships (as referenced in Item 2(c)).
 
Item 4.
Purpose of Transaction
  
 
General

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.

 
(a)
Not applicable.

 
(b)
Not applicable.

 
(c)
Not applicable.

 
(d)
Not applicable.

 
(e)
Not applicable.

 
(f)
Not applicable.

 
(g)
Not applicable.

 
(h)
Not applicable.

 
(i)
Not applicable.

 
(j)
Not applicable.
 
Item 5.
Interest in Securities of the Issuer
  
 
(a)
The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated by reference herein.

 
(b)
The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated by reference herein.

 
(c)
The information set forth in response to Item 3 is incorporated by reference herein. The Reporting Persons have not engaged in transactions in the Common Stock or securities related to the Common Stock in the last 60 days.

 
 
Transaction Date Shares or Unites Purchased (Sold) Price Per Share or Unit 
 
 
Not applicable.
 Not applicable.
 Not applicable.
 

 
 

 
(d)
No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.

 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
  
 
 
The descriptions of the Combination Agreement and the Undertaking set forth in Item 4 above are incorporated herein by reference. There are otherwise no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons, or between such persons and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
 
Item 7.
Material to Be Filed as Exhibits
  
 
 
Exhibit No.
A Joint Filing Agreement, dated as of January 20, 2016 by and among Baupost, SAK and Mr. Klarman

B Combination Agreement, dated January 19, 2016, between Acorda Therapeutics, Inc. and Biotie Therapies Corp. (incorporated by reference from Exhibit 99.1 to Biotie Therapies Corp.’s Report on Form 6-K filed with the SEC on January 19, 2016).

C Undertaking, dated January 19, 2016, between Acorda Therapeutics and certain private investment limited partnerships managed by Baupost.
 

Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
The Baupost Group, L.L.C.
 
       
January 20, 2016
By:
/s/ Seth A. Klarman
 
   
Chief Executive Officer and President
 
       
 
SAK Corporation
 
       
January 20, 2016
By:
/s/ Seth A. Klarman
 
   
President
 
       
 
Seth A. Klarman
 
       
January 20, 2016
By:
/s/ Seth A. Klarman
 
   
 
       
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes: 
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 


EX-99.A 2 ex_a.htm EX-99.A

EXHIBIT A
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1 (k)(I) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to beneficial ownership of shares of Common Stock of Biotie Therapies Corp., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The execution and filing of this Agreement shall not be construed as an admission that the undersigned Reporting Persons are a group, or have agreed to act as a group.
 
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of the 20th Day of January, 2016.

 
The Baupost Group, L.L.C.
   
 
By:
/s/ Seth A. Klarman
 
Name:
Seth A. Klarman
 
Title:
Chief Executive Officer and President
     
 
SAK Corporation
     
 
By:
/s/ Seth A. Klarman
 
Name:
Seth A. Klarman
 
Title:
President
     
 
Seth A. Klarman
   
 
By:
/s/ Seth A. Klarman
 
Name:
Seth A. Klarman
 
 


EX-99.C 3 ex_c.htm EX-99.C

EXHIBIT C
 
EXECUTION VERSION
January 19, 2016

TO: Acorda Therapeutics, Inc.
420 Saw Mill River Road, Ardsley, NY 10502

Re:
Undertaking

Dear Sirs,

We the undersigned (“we”, “us”, “our” or “ourselves”) refer to the Combination Agreement, dated as of the date hereof (the “Combination Agreement”), which provides for, among other things, your proposed acquisition of all of the outstanding shares, American Depositary Shares and other applicable equity instruments in Biotie Therapies Oyj (the “Target”) through an all cash tender offer (or, with respect to Warrants (as defined below), if so requested by the Bidder (as defined below), a purchase on terms consistent with this undertaking and the Combination Agreement) to be made by Acorda Therapeutics, Inc. or its designated subsidiary (the “Bidder”) in Finland and in the United States with the Offer Consideration (as defined below) specified herein and otherwise on terms and conditions consistent with the Combination Agreement and to be specified in a tender offer document (such cash tender offer by the Bidder, the “Tender Offer”), subject to the Board of Directors of the Target undertaking to recommend the Tender Offer. We understand that as part of or in connection with the Tender Offer, the Bidder would offer to the

 
i.
shareholders of the Target € 0.2946 in cash for every share in the Target (“Shares”) held by each such shareholder (the “Share Consideration”);

 
ii.
holders of the American Depository Shares of the Target ("ADSs") € 23.5680 in cash for each outstanding ADS payable in the equivalent amount of U.S. dollars for each outstanding ADS determined as near to the payment date as reasonably practicable based on U.S. dollar spot rate against the euro exchange rate on the nearest practicable day to the completion date of the Tender Offer (the "ADS Consideration"); and

 
iii.
holders of warrants of the Target issued on May 28, 2015 ("Warrants", with, for the avoidance of doubt, each Warrant representing the right to subscribe for a single Share) € 0.1664 in cash for each Warrant (the "Warrant Consideration").

The Share Consideration, the ADS Consideration and the Warrant Consideration, as adjusted pursuant to the terms hereof, are hereinafter referred jointly to as the "Offer Consideration". In each case, the Offer Consideration shall represent the full and final consideration payable for the relevant instruments in the Tender Offer and, in the case of the Warrants, shall be in full and final satisfaction of the Target’s obligations to us under the governing documents for the Warrants.
 
We are the beneficial owner, as at the date hereof, of the number of Shares, ADSs and Warrants in the Target set forth on our signature page hereto, and such Shares, ADSs and/or Warrants constitute, as of the date hereof, all of the Shares, ADSs and Warrants held of record, beneficially owned or for which voting power or disposition power is otherwise held by us. We have good and marketable title, free and clear of any liens, other than liens pursuant to this undertaking and any transfer restrictions of general applicability as may be provided under applicable securities laws or in the terms and conditions of the Warrants, to all Shares, ADSs and/or Warrants, as applicable, described in the immediately preceding sentence.
 

Subject to the terms and conditions hereof and of the Tender Offer, we hereby irrevocably undertake to (i) accept the Tender Offer, and to tender or cause to tendered and sell or cause to be sold to the Bidder the Shares, ADSs and Warrants, as applicable, that we currently own, and any additional Shares, ADSs and Warrants, as applicable, that we may hereafter acquire prior to the earlier of the Termination Date (as defined below) and the expiration of the Tender Offer, in the Tender Offer for the Offer Consideration applicable thereto, (ii) deliver or cause to be delivered evidence of such acceptance pursuant to the terms of the Tender Offer to the Bidder within ten (10) business days from the beginning of the acceptance period of the Tender Offer, and (iii) not exercise voting rights pertaining to the Shares, ADSs and any Shares subscribed based on the Warrants in favor of a Competitive Transaction (as defined below), in each case subject to the following paragraph.

Subject to the terms and conditions hereof, with respect to the Warrants and if so requested by the Bidder prior to the launch of the Tender Offer, in lieu of accepting the Tender Offer and tendering the Warrants, we hereby irrevocably undertake to, subject to and upon the consummation of the Tender Offer and subject to this undertaking having not been previously terminated in accordance with the terms hereof, sell to the Bidder (and the Bidder hereby irrevocably undertakes to purchase from us) the Warrants that we currently own, and any Warrants that we may hereafter acquire prior to the expiration of the Tender Offer, for the Warrant Consideration and on terms consistent with the Combination Agreement; provided that such purchase and sale may not require us to make any representations and warranties, or to provide any covenants or other agreements, other than those that would have been required to be made or provided by us in connection with tender of the Warrants in the Tender Offer.

Subject to the terms and conditions hereof, we further undertake not to, except, in each case, in accordance with the terms of this undertaking: (i) sell, transfer, grant any option with respect to, pledge or otherwise dispose of (collectively, “Transfer”) any of the Shares, ADSs and Warrants that we own or control prior to the earlier of the Termination Date and the expiration of the Tender Offer; provided, that nothing in this undertaking will limit our ability to convert any Warrants into Shares, indirect Transfers or Transfers of any Shares, ADSs or Warrants to one or more of our affiliates that agree in writing to be bound hereby and assume our obligations hereunder, (ii) directly or indirectly, solicit any inquiries with respect to or solicit or accept any public or private proposal or offer (including, without limitation, any proposal or offer to all holders of Shares, ADSs and Warrants), other than the Tender Offer, for the Shares, ADSs and Warrants we own or control prior to the earlier of the Termination Date and the expiration of the Tender Offer (a “Competitive Transaction”) (it being understood that this undertaking is entered into solely in our capacity as a holder of Shares, ADSs and Warrants, as applicable, and nothing in this undertaking shall (or shall require us to attempt to) limit or restrict us or any designee of us who is a director or officer of the Target from acting in such capacity or voting in such person’s sole discretion in such capacity on any matter, however always in accordance with, where applicable, the fiduciary duties of the Board of Directors of the Target under Finnish laws); or (iii) withdraw our acceptance of the Tender Offer in respect of any of such Shares, ADSs and Warrants regardless of any right of withdrawal contained in the terms and conditions of the Tender Offer or any legal right to withdraw, except in accordance with the terms of this undertaking, including the withdrawal rights provided hereunder. Notwithstanding the foregoing, in the event that (A) the Target enters into discussions with a competing bidder in accordance with the Combination Agreement and (B) the Board of Directors of the Target requests that we engage in discussions with the competing bidder, then nothing in this undertaking shall limit or restrict us from engaging in such discussions, provided that we will not, prior to the earlier of the Termination Date and the expiration of the Tender Offer, (i) discuss, offer or otherwise negotiate with any competing bidder regarding the acquisition or other transfer to such competing bidder of any of our Shares. ADSs or Warrants at a price lower than the Share Consideration, ADS Consideration or Warrant Consideration, as applicable, and (ii) will not enter into any undertaking with respect to any such competing transaction unless and until this undertaking has terminated in accordance with its terms.
 

The Bidder undertakes and agrees that should the terms and conditions of the Tender Offer, including the Offer Consideration, be revised or amended by the Bidder for the benefit of the holders of Shares, ADSs and Warrants, such revision or amendment shall also be for our benefit. The Bidder further undertakes and agrees that, if the Bidder enters into an undertaking or similar agreement with any other holder of Shares, ADSs or Warrants that provides such other holder with rights and benefits that are more favorable in any material respect to such other holder than the rights and benefits established in favor of us under this undertaking, then (i) the Bidder shall promptly provide us with a copy of the other undertaking or agreement (and, in any case, within one business day of the execution thereof) and (ii) we shall have the right to elect to receive all such rights and benefits under the other undertaking or agreement, and this undertaking shall be amended accordingly. In addition, for the avoidance of doubt, we expressly do not waive any rights under Chapter 11, Section 25 of the Finnish Securities Market Act applicable from time to time.

This undertaking shall remain valid and in force until the first of the following has taken place, at which date and time this undertaking shall immediately and automatically terminate in full (the “Termination Date”): (i) the Board of Directors of the Target has failed to recommend that the holders of Shares, ADSs and Warrants accept the Tender Offer or has modified or withdrawn such recommendation; (ii) the completion and settlement of the Tender Offer; (iii) the Bidder has made a public announcement to the effect that it will not complete the Tender Offer; (iv) the Combination Agreement has been terminated; (v) any amendment has been 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 us; or (vi) the Tender Offer, having been launched or published, has failed to be completed by June 19, 2016.

We agree not to, without the prior written consent of the Bidder (such consent not to be unreasonably withheld, delayed or conditioned), make or cause to be made any announcement or disclosure to any third party in respect of any unpublished information concerning the contemplated Tender Offer or this undertaking except (i) for disclosure to the Target, (ii) for disclosure to our directors, officers, employees, partners, managers, members, agents and representatives who are charged with an obligation of confidentiality, (iii) for disclosure required by any applicable law, regulation or order of court, governmental authority, self‐regulatory organization or stock exchange or (iv) to enforce our rights under, or defend ourselves in any action brought in connection with, this undertaking.

This undertaking shall be governed by, and construed in accordance with, the laws of Finland. All disputes arising out of or relating to the present contract shall be finally settled by final, binding arbitration conducted under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”). The arbitral panel shall be comprised of three arbitrators to be appointed as follows: within 14 days after the commencement of arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within 10 days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the ICC. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this undertaking, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the arbitration panel’s determination of the merits of the controversy. The arbitration shall be conducted in English in London, United Kingdom, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. In the event of a conflict between this paragraph and the ICC Rules, this paragraph shall govern.
 

We agree and give our consent that a copy of this undertaking may be provided to the Board of Directors of the Target and that this undertaking may be referred to and the main terms and conditions hereof may be disclosed in any public announcement that the Bidder or the Target may make in connection with the Tender Offer or in the offer document related thereto; provided, that the Bidder or the Target, as applicable, shall (i) provide us with an advance copy of any such announcement or offer document that refers to us or our affiliates by name and a reasonable opportunity to review and comment on any such disclosures or public announcements to the extent of such references and (ii) shall not include in any such announcement or offer document any reference to us or our affiliates by name or, in connection therewith, the existence or terms and conditions of this undertaking if we reasonably object to the form or content thereof; provided that, nothing in the foregoing shall restrict the Bidder or the Company from making any such disclosures or public announcements necessary to comply with applicable law.

This undertaking is given on the understanding that nothing in this undertaking shall cause us to be deemed to be acting in concert with the Bidder or any other holder of Shares, ADSs or Warrants of the Company.
 

BAUPOST PRIVATE INVESTMENTS A-1, L.L.C.
       
By:
Baupost Limited Partnership 1983 A-1
Its:
Sole Member
 
       
By:
The Baupost Group, L.L.C.
 
Its:
Managing General Partner
 
       
  /s/ Frederick H. Fogel  
 
By:
Frederick H. Fogel
 
Title:
Partner
 
       
BAUPOST PRIVATE INVESTMENTS B-1, L.L.C.
     
By:
Baupost Limited Partnership 1983 B-1
Its:
Sole Member
 
       
By:
The Baupost Group, L.L.C.
 
Its:
Managing General Partner
 
       
  /s/ Frederick H. Fogel  
 
By:
Frederick H. Fogel
 
 
Title:
Partner
 
       
BAUPOST PRIVATE INVESTMENTS C-1, L.L.C.
     
By:
Baupost Limited Partnership 1983 C-1
Its:
Sole Member
 
     
By:
The Baupost Group, L.L.C.
 
Its:
Managing General Partner
 
     
  /s/ Frederick H. Fogel  
 
By:
Frederick H. Fogel
 
 
Title:
Partner
 
       
BAUPOST PRIVATE INVESTMENTS BVI-1, L.L.C.
   
By:
Baupost Value Partners, L.P.-I
 
Its:
Sole Member
 
       
By:
The Baupost Group, L.L.C.
 
Its:
Managing General Partner
 
       
  /s/ Frederick H. Fogel  
 
By:
Frederick H. Fogel
 
 
Title:
Partner
 
       
BAUPOST PRIVATE INVESTMENTS BVII-1, L.L.C.
     
By:
Baupost Value Partners, L.P.-II
 
Its:
Sole Member
 
       
By:
The Baupost Group, L.L.C.
 
Its:
Managing General Partner
 
       
  /s/ Frederick H. Fogel  
 
By:
Frederick H. Fogel
 
 
Title:
Partner
 
 

BAUPOST PRIVATE INVESTMENTS BVIII-1, L.L.C.
   
By:
Baupost Value Partners, L.P.-III
 
Its:
Sole Member
 
       
By:
The Baupost Group, L.L.C.
 
Its:
Managing General Partner
 
     
  /s/ Frederick H. Fogel  
 
By:
Frederick H. Fogel
 
 
Title:
Partner
 
       
BAUPOST PRIVATE INVESTMENTS BVIV-1, L.L.C.
     
By:
Baupost Value Partners, L.P.-IV
 
Its:
Sole Member
 
       
By:
The Baupost Group, L.L.C.
 
Its:
Managing General Partner
 
       
  /s/ Frederick H. Fogel  
 
By:
Frederick H. Fogel
 
 
Title:
Partner
 
       
BAUPOST PRIVATE INVESTMENTS H-1, L.L.C.
     
By:
HB Institutional Limited Partnership
 
Its:
Sole Member
 
     
By:
The Baupost Group, L.L.C.
 
Its:
Managing General Partner
 
     
  /s/ Frederick H. Fogel  
 
By:
Frederick H. Fogel
 
 
Title:
Partner
 
       
BAUPOST PRIVATE INVESTMENTS P-1, L.L.C.
     
By:
PB Institutional Limited Partnership
 
Its:
Sole Member
 
       
By:
The Baupost Group, L.L.C.
 
Its:
Managing General Partner
 
       
  /s/ Frederick H. Fogel  
 
By:
Frederick H. Fogel
 
 
Title:
Partner
 
       
BAUPOST PRIVATE INVESTMENTS Y-1, L.L.C.
     
By:
YB Institutional Limited Partnership
 
Its:
Sole Member
 
       
By:
The Baupost Group, L.L.C.
 
Its:
Managing General Partner
 
       
  /s/ Frederick H. Fogel  
 
By:
Frederick H. Fogel
 
 
Title:
Partner
 

Number of Shares (not including Shares represented by ADSs or Warrants):
30,555,556
 
Number of ADSs:
1,395,000
 
Number of Warrants:
30,555,556
 

[Signature Page to Undertaking]
 

Acknowledged and accepted.
 
Acorda Therapeutics, Inc.
 
By:
/s/ Ron Cohen
 
Name: Ron Cohen  
Title: Chief Executive Officer  
 
[Signature page to Irrevocable Undertaking]