With its stock price battered by bad news and its CEO wobbling perilously halfway into a high wire rescue act, Acorda $ACOR has laid out a poison pill plan aimed at scaring off a potential takeover attempt.
The news arrived the day after Scopia Management — already pushing for a sale — declared it held an 18.2% stake in the company. And that was filed with the SEC one day after Acorda told investors that the FDA had spurned its application for CVT-301, which will throw off its timeline on approval as it faces losing patent control on its franchise drug Ampyra next summer.
Responding to “the recent accumulations of significant portions of Acorda’s outstanding Common Stock,” the biotech, helmed by CEO Ron Cohen, is handing out the right to buy a preferred share for each common share held by investors.
If any group holding more than 15% at the time of the announcement buys more shares, here’s what happens:
Under the Rights Plan, the Rights will become exercisable if a person or group becomes the beneficial owner of 15% or more of the Company’s outstanding Common Stock. In the event that the Rights become exercisable due to the triggering ownership threshold being crossed, each Right will entitle its holder to purchase, at the Right’s exercise price, a number of shares of Common Stock or equivalent securities having a market value at that time of twice the Right’s exercise price. Rights held by the triggering entity will become void and will not be exercisable to purchase shares at the reduced purchase price. The Board of Directors will, in general, be entitled to redeem the Rights at $0.001 per Right at any time before the triggering ownership threshold is crossed.
That group holding more than 15% can’t participate.
According to the filing, Acorda’s board wants to protect any investors — and patients — who could be “disadvantaged” by a group accumulating shares.
Scopia got the takeover buzz going a few weeks ago when the group, then holding 16.5% of the biotech’s shares, publicly called on the company to put itself up for auction after it had “crossed the Rubicon” on the Ampyra franchise.
Acorda was recently forced to restructure after the company lost a key patent decision covering Ampyra, its cash cow. It’s appealing the decision, but with the distinct possibility that generic competition is looming, the biotech slashed more than 100 jobs in April and circled the wagons around the Parkinson’s drug CVT-301.
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