Securities Exchange Act of 1934
Exemptive and No-Action Letter: Cash Offer by Acorda Therapeutics, Inc. for Biotie Therapies Oyj
Response of the Office of Mergers and Acquisitions
Division of Corporation Finance
March 8, 2016
Via Facsimile & U.S. Mail
Richard B. Aftanas
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Re: Acorda Therapeutics, Inc. cash tender offer for Securities of
Biotie Therapies Oyj
Dear Mr. Aftanas:
We are responding to your letter dated March 8, 2016 addressed to Ted Yu and Christina E. Chalk, as supplemented by telephone conversations with the staff and your supporting letter from Finnish counsel of the same date, in regard to Acorda Therapeutics, Inc.’s request for exemptive and no-action relief. To avoid having to recite or summarize the facts set forth in your letter, we include a copy of your letter with this response. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your March 8, 2016 letter.
On the basis of the representations and the facts presented in your letter, the U.S. Securities and Exchange Commission hereby grants an exemption from:
- Rule 14e-1(d) under the Exchange Act. This exemption permits the Bidder to announce the preliminary results of the Offer and any extension of the Initial Offer Period on the next Finnish banking day after the scheduled expiration date of the Initial Offer Period;
- Rule 14d-11(c) under the Exchange Act. This exemption permits the Bidder to provide for a Subsequent Offer Period while accepting and paying for Securities tendered in the Initial Offer Period in accordance with Finnish law and practice and the relief provided below;
- Rule 14d-11(d) under the Exchange Act. This exemption permits the Bidder to commence the Subsequent Offer Period on the next Finnish banking day following the announcement of the final results of the Offer after the Determination Period; and
- Rule 14d-11(e) under the Exchange Act. This exemption allows the Bidder to accept Securities tendered in any Subsequent Offer Period on a periodic basis (approximately every week) and make payment for such Securities up to five Finnish banking days after such weekly settlement periods, in accordance with customary Finnish market practice.
Based on the representations made and the facts presented in your March 8, 2016 letter, the staff of the Division of Corporation Finance will not recommend enforcement action pursuant to Rule 14e-1(c) under the Exchange Act if the Bidder pays for Securities tendered during the Initial Offer Period in accordance with Finnish law and practice, as described in your letter, within six Finnish banking days after expiration of the Initial Offer and up to nine Finnish banking days in the case of payment for Applicable Other Equity Instruments in certificated form made to bank accounts in financial institutions outside Finland.
The foregoing exemptive and no-action relief is based solely on the representations and the facts presented in your letter, as supplemented by telephone conversations with the staff. This relief is strictly limited to the application of the rules listed above to the Offer. The Bidder should discontinue the Offer pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in the Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the Offer may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the Offer.
For the Commission,
By the Division of Corporation Finance
pursuant to delegated authority,
/s/ Ted Yu
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance
The Incoming Letter from Kirkland and Ellis and the Incoming Letter from Finnish counsel are in Acrobat format.