0000950103-15-004798.txt : 20150615 0000950103-15-004798.hdr.sgml : 20150615 20150615141720 ACCESSION NUMBER: 0000950103-15-004798 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20150615 FILED AS OF DATE: 20150615 DATE AS OF CHANGE: 20150615 FILER: 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: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37423 FILM NUMBER: 15930910 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 6-K 1 dp57102_6k.htm FORM 6-K

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

June 15, 2015

 


Commission File Number: 001-37423

 

Biotie Therapies Oyj

(Exact name of registrant as specified in its charter)

 

Biotie Therapies Corp.

(Translation of registrant’s name into English)

 

Joukahaisenkatu 6, FI-20520

 Turku, Finland

 (Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

X

  Form 40-F  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes     No

X

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes     No

X

 

 

 
 
 
 
 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

   

BIOTIE THERAPIES CORP.

 

 
Date: June 15, 2015   By: /s/ Timo Veromaa  
      Name: Timo Veromaa  
      Title: President and Chief Executive Officer  

 

 
 

EXHIBIT INDEX

 

Exhibit Number

Description

99.1

Stock Exchange Release dated June 12, 2015 (5:15 p.m. EET): Change in the number of votes relating to Biotie Therapies Corp.’s shares

 

99.2

Stock Exchange Release dated June 12, 2015 (5:30 p.m. EET): Biotie Announces Exercise of Over-allotment Option

 

99.3

Stock Exchange Release dated June 12, 2015 (10:15 p.m. EET): Notification according to Chapter 9, Section 5 of the Finnish Securities Markets Act

 

99.4 Stock Exchange Release dated June 12, 2015 (10:45 p.m. EET): Notification according to Chapter 9, Section 5 of the Finnish Securities Markets Act

 

 

 

EX-99.1 2 dp57102_ex9901.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Biotie Therapies Corp.      Stock Exchange Release      12 June, 2015 at 5.15 p.m.

 

Change in the number of votes relating to Biotie Therapies Corp.’s shares

 

The Swiss subsidiary of Biotie Therapies Corp. ("Biotie" or the "Company"), Biotie Therapies AG (previously Synosia Therapeutics Holding AG and Biotie Therapies Holding AG) has conveyed Biotie shares against consideration pursuant to the option programs as follows:

 

May 2015 to date Total (5/2011-
5/2015 to date)
Options
 outstanding
 
134,749 9,794,865 2,351,053  

 

The conveyance of Biotie shares relates to the option plan of Synosia Therapeutics Holding AG (currently Biotie Therapies Holding AG, "Synosia") acquired by Biotie in February 2011. According to such Synosia share option plan, options have been granted to employees, former directors and consultants. In connection with the completion of the acquisition of Synosia, the option plan was amended so that instead of shares in Synosia an aggregate maximum of 14,912,155 shares in Biotie may be subscribed based on the plan. Biotie issued these 14,912,155 shares to its current subsidiary Synosia in connection with the acquisition to be further conveyed to the option holders when they potentially exercise their option rights in accordance with the terms and conditions of the option program.

 

The conveyed shares previously held as Treasury shares have not carried any voting rights. The conveyance does not affect the number of registered shares.

 

After the conveyances the changes are as follows:

 

Increase in number of outstanding shares Total amount of
voting rights
Number of the
 Company’s share held
 by the Biotie Group
Total number
of registered
shares
134,749 453,362,483 2,605,691 455,968,174

 

Turku, 12 June, 2015

 

Biotie Therapies Corp.

 

Timo Veromaa
President and CEO

 

For further information, please contact:

 

Virve Nurmi, Biotie Therapies Corp.
tel. +358 2 274 8900
e-mail: virve.nurmi@biotie.com

 

DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Main Media
www.biotie.com

EX-99.2 3 dp57102_ex9902.htm EXHIBIT 99.2

Exhibit 99.2

 

BIOTIE THERAPIES CORP.      STOCK EXCHANGE RELEASE      June 12, 2015 at 5.30 p.m.

 

Biotie Announces Exercise of Over-allotment Option

Biotie Therapies Corp. (“Biotie” or the “Company”), a specialized drug development company focused on products for neurodegenerative and psychiatric disorders, has received information that the underwriters have exercised their option to subscribe for an additional 44,629 ADSs representing 3,570,320 newly issued shares in the Company, and to purchase 519,583 ADSs from UCB S.A. solely to cover over-allotments (the “Over-allotment Option”) at the price of the U.S. public offering. Biotie will receive gross proceeds of $664,436.55 (€589,091.72 at the fixed ECB exchange rate of $1.1279 per euro as at June 10, 2015) for the exercise of the Over-allotment Option. Biotie will not receive any proceeds from the ADSs sold by UCB S.A.

 

The Company announced on June 11, 2015 the completion of the pricing of its U.S. public offering of 3,761,418 ADSs at a price to the public of $14.888 per ADS for gross proceeds of $55,999,991.18 (€49,649,783.83 at the fixed ECB exchange rate of $1.1279 per euro as at June 10, 2015). The share to ADS ratio is 80 to one, and the ADSs will represent 300,913,440 newly issued shares in the Company with a subscription price of €0.165 (rounded figure) per new share (at the above mentioned fixed exchange rate).

 

The issuance of new shares by the Company for the purpose of the completion of the U.S. public offering and the Over-allotment Option are based on the authorization granted by the Annual General Meeting of shareholders on May 26, 2015. The closing of the offering of the ADSs and the issue of the new shares for the purpose of the completion of the U.S. public offering and the Over-allotment Option is expected to occur on or about June 16, 2015, subject to customary closing conditions.

 

Biotie’s shares are listed on the NASDAQ OMX Helsinki Ltd. under the symbol “BTH1V.” The ADSs are trading on the NASDAQ Global Select Market as of June 11, 2015 under the symbol “BITI.”

 

The new shares issued in the U.S. public offering (including the Over-allotment Option) represent approximately 67 percent of the shares in the Company prior to the U.S. public offering and the automatic conversion of the notes and approximately 31 percent of the shares in the Company after the U.S. public offering and the automatic conversion of the notes.

 

The new shares issued by the Company in the U.S. public offering and pursuant to the Over-allotment Option, as well as due to the automatic conversion of the notes, as announced on June 11, 2015, are expected to be registered with the Finnish Trade Register on the date of closing of the offering of ADSs, on or about June 16, 2015, and admitted to trading on NASDAQ OMX Helsinki Ltd. on or about June 17, 2015. The Company will publish a prospectus for the listing of new shares on NASDAQ OMX Helsinki Ltd. on or about June 16, 2015. The subscription price in the U.S. public offering (including the Over-allotment Option) and the automatic conversion of the notes will be recorded in its entirety in the share capital of the Company.

 

As previously announced, Biotie intends to use the net proceeds from the offering, together with a portion of its current liquid assets (which include €33.1 million gross proceeds from the issue of the convertible notes) to fund its Phase 3 double-blind clinical trial (and extension) of tozadenant in Parkinson’s through completion.

 

 
 

RBC Capital Markets and Stifel are acting as joint book-running managers in connection with the offering. In addition, JMP Securities is acting as lead manager and Roth Capital Partners is acting as co-manager.

 

A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission on June 10, 2015. The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the U.S. public offering to which this communication relates. Before you invest in the U.S. public offering, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: Equity Syndicate Department, or by calling +1 877 822 4089, or by emailing equityprospectus@rbccm.com, or Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, by telephone at +1 415 364 2720 or by email at syndprospectus@stifel.com.

 

Turku, June 12, 2015

 

Biotie Therapies Corp.

 

Timo Veromaa
President and CEO

 

Contact:

 

Virve Nurmi, Investor Relations Manager, Biotie Therapies Corp.
tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com

 

DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Main Media

 

About Biotie

 

Biotie is a specialized drug development company focused on products for neurodegenerative and psychiatric disorders. Biotie's development has delivered Selincro (nalmefene) for alcohol dependence, which received European marketing authorization in 2013 and is currently being rolled out across Europe by partner Lundbeck. The current development products include tozadenant for Parkinson's disease, which is transitioning into Phase 3 development, and two additional compounds which are in Phase 2 development for cognitive disorders including Parkinson's disease dementia, and primary sclerosing cholangitis (PSC), a rare fibrotic disease of the liver.

 

Disclaimer

 

The information herein may not be distributed or sent into Australia, Canada, Japan or South Africa.

 

The issue, exercise and/or sale of securities in the offerings are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a

 

 
 

violation by any person of such restrictions. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

 

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area, including Finland. With respect to each Member State of the European Economic Area, including Finland, which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

 

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

 

Forward-Looking Statements

 

This release may contain forward-looking statements regarding the proposed timing and size of the public offering, all of which involve certain risks and uncertainties. These statements are often, but are not always, made through the use of words or phrases such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “seeks,” “estimates,” “may,” “will,” “could,” “stands to,” “continues,” “we believe,” “we intend,” as well as similar expressions. Such forward-looking statements may involve known and unknown risks, uncertainties and other factors which might cause the actual results, financial condition, performance or achievements of Biotie, or industry results, to be materially different from any historic or future results, financial conditions, performance or achievements expressed or implied by such forward-looking statements. Among the factors that may result in differences are the inherent uncertainties associated with competitive developments, clinical trial and product development activities, regulatory approval requirements and estimating the commercial potential of our product candidates. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. Biotie expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law or regulation.

EX-99.3 4 dp57102_ex9903.htm EXHIBIT 99.3

Exhibit 99.3

 

BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE June 12, 2015 at 10.15 p.m.

 

Notification according to Chapter 9, Section 5 of the Finnish Securities Markets Act

 

Biotie Therapies Corp. (the “Company” or “Biotie”) has today received a notification in accordance with Chapter 9, Section 5 of the Finnish Securities Markets Act from Seth Klarman on behalf of himself, SAK Corporation and The Baupost Group, L.L.C concerning an arrangement that, if realized, would result in the below described changes in share ownership.

 

The Company previously announced on April 24, 2015 that it had received a notification regarding possible changes in holdings from Seth Klarman on behalf of himself and the above mentioned entities. According to the previous notification, should the convertible promissory notes (the “Convertible Notes”) and other equity-based instruments (the “Warrants”) pursuant to the subscription agreement entered into between Biotie and certain investors be issued to certain entities controlled by Seth Klarman, their conversion and exercise in full would have resulted in a combined holding of shares and votes that would exceed 5 per cent.

 

According to the notification received today by the Company, Seth Klarman is the sole owner of SAK Corporation, the manager and controlling entity of The Baupost Group, L.L.C., which is the managing general partner of (i) Baupost Limited Partnership 1983 A-1 (being the parent entity of Baupost Private Investments A-1, L.L.C), (ii) Baupost Limited Partnership 1983 B-1 (being the parent entity of Baupost Private Investments B-1, L.L.C.), (iii) Baupost Limited Partnership 1983 C-1 (being the parent entity of Baupost Private Investments C-1, L.L.C), (iv) Baupost Value Partners, L.P.-II (being the parent entity of Baupost Private Investments BVII-1, L.L.C), (v) HB Institutional Limited Partnership (being the parent entity of Baupost Private Investments H-1, L.L.C.), (vi) PB Institutional Limited Partnership (being the parent entity of Baupost Private Investments P-1, L.L.C.), (vii) YB Institutional Limited Partnership (being the parent entity of Baupost Private Investments Y-1, L.L.C.), (viii) Baupost Value Partners, L.P.-I (being the parent entity of Baupost Private Investments BVI-1, L.L.C), (ix) Baupost Value Partners, L.P.-III (being the parent entity of Baupost Private Investments BVIII-1, L.L.C.) and (x) Baupost Value Partners, L.P.-IV (being the parent entity of Baupost Private Investments BVIV-1, L.L.C).

 

According to the notification, the entities under Seth Klarman’s control have on June 11, 2015 (i) received confirmation on subscriptions of American Depositary Shares (“ADSs”) in the Company’s U.S. public offering (the “U.S. Offering”), representing in total 66,000,000 shares in the Company, and (ii) purchased in public trading ADSs representing in total 3,149,040 shares in the Company.

 

According to the notification, the entities listed in the annex below would hold (in the form of ordinary shares or ADSs) in aggregate 130,260,152 shares in the Company, which would represent 11.59 per cent of all shares and votes in the Company, assuming the completion of the U.S. Offering, the full conversion of the Convertible Notes and the full exercise of the Warrants.

 

According to the notification, the total number of shares and votes used in the preceding calculations is 1,123,548,282, which has been calculated as (a) the current total number of shares and votes as published by the Company in accordance with Chapter 8, Section 6 of the Finnish Securities Markets Act, added with (b) the total number of shares and votes following full conversion of the Convertible Notes, (c) the total number of shares and votes following full conversion of the Warrants and (d) the total number of shares and votes following the issuance of the shares represented by the ADSs issued in the Company's U.S. Offering, assuming no other new shares are issued by the Company. The total number of shares and votes used does not take into account the over-allotment option for the underwriters in the U.S. Offering.

 

 
 

On the date of this release, the number of shares in the Company amounts to 455,968,174, of which 2,605,691 shares are held by the Company and its subsidiaries.

 

 

In Turku, June 12, 2015

 

Biotie Therapies Corp.

 

Timo Veromaa
President and CEO

 

For further information, please contact:

 

David Cook, CFO
Tel. +358 2 2748 900, e-mail: david.cook@biotie.com

 

DISTRIBUTION:

 

NASDAQ OMX Helsinki Ltd
Main Media
www.biotie.com

 

 

ANNEX: INDIRECT HOLDINGS OF SHARES AND VOTING RIGHTS

 

Name of shareholder and reason for indirect holding (e.g. controlled undertaking or transfer of voting rights) Shares Voting rights
Number % Number %
Baupost Private Investments A-1, L.L.C. (indirectly controlled by Seth Klarman) 12,868,498 1.15 12,868,498 1.15
Baupost Private Investments B-1, L.L.C. (indirectly controlled by Seth Klarman) 5,090,484 0.45 5,090,484 0.45
Baupost Private Investments C-1, L.L.C. (indirectly controlled by Seth Klarman) 29,087,472 2.59 29,087,472 2.59
Baupost Private Investments H-1, L.L.C. (indirectly controlled by Seth Klarman) 9,207,276 0.82 9,207,276 0.82
Baupost Private Investments P-1, L.L.C. (indirectly controlled by Seth Klarman) 4,728,654 0.42 4,728,654 0.42
Baupost Private Investments Y-1, L.L.C. (indirectly controlled by Seth Klarman) 3,337,644 0.30 3,337,644 0.30
Baupost Private Investments BVI-1, L.L.C. (indirectly controlled by Seth Klarman) 8,115,382 0.72 8,115,382 0.72
Baupost Private Investments BVII-1, L.L.C. (indirectly controlled by Seth Klarman) 10,171,898 0.91 10,171,898 0.91
Baupost Private Investments BVIII-1, L.L.C. (indirectly controlled by Seth Klarman) 4,049,916 0.36 4,049,916 0.36
Baupost Private Investments BVIV-1, L.L.C. (indirectly controlled by Seth Klarman) 43,602,928 3.88 43,602,928 3.88
TOTAL 130,260,152 11.59 130,260,152 11.59
EX-99.4 5 dp57102_ex9904.htm EXHIBIT 99.4

Exhibit 99.4

 

BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE June 12, 2015 at 10.45 p.m.

 

Notification according to Chapter 9, Section 5 of the Finnish Securities Markets Act

 

Biotie Therapies Corp. (the “Company”) has today received a notification in accordance with Chapter 9, Section 5 of the Finnish Securities Markets Act from FMR LLC concerning an arrangement that, if realized, would result in the below described changes in share ownership.

 

According to the notification, the entities listed below have on June 11, 2015 received confirmation on subscriptions of American Depositary Shares (“ADSs”) in the Company’s U.S. public offering (the “U.S. Offering”). The entities listed below would hold through ADSs in aggregate 66,000,000 shares in the Company, which would represent 6.75 per cent of all shares and votes in the Company, assuming the number of shares in the Company would be 977,281,615 upon the completion of the U.S. Offering and the full conversion of the convertible notes issued by the Company on May 28, 2015 but excluding the over-allotment option for the underwriters in the U.S. Offering. According to the notification, two entities, both for which FMR CO., INC is the investment manager, would have holdings in the Company as follows:

 

Fund Name Shares Held % Voting Rights Held %
FID STK SEL SML CAP HC SUB 13,696,000 1.4014 13,696,000 1.4014
FID SM CP OPPS HEALTH CARE SUB 52,304,000 5.3520 52,304,000 5.3520
TOTAL 66,000,000 6.75 66,000,000 6.75

 

On the date of this release, the number of shares in the Company amounts to 455,968,174, of which 2,605,691 shares are held by the Company and its subsidiaries.

 

 

In Turku, June 12, 2015

 

Biotie Therapies Corp.

 

Timo Veromaa
President and CEO

 

For further information, please contact:

 

David Cook, CFO
Tel. +358 2 2748 900, e-mail: david.cook@biotie.com

 

DISTRIBUTION:

 

NASDAQ OMX Helsinki Ltd
Main Media
www.biotie.com