Cycle Pharmaceuticals Announces All-Cash Proposal to Acquire Vanda Pharmaceuticals for $8.00 Per Share

On Jun 7, 2024

Cycle Pharmaceuticals Ltd, a rapidly growing pharmaceutical company focused on treatments for the underserved rare disease patient community, today confirmed that it made a proposal to the Board of Directors of Vanda Pharmaceuticals, Inc. (“Vanda”) on May 24, 2024 to acquire 100% of Vanda’s issued and outstanding shares for a cash consideration of $8.00 per Vanda share, representing a total cash consideration of $466 million.

Cycle’s proposal represents:

Immediate and certain cash value for all Vanda shareholders;
A 98% premium above Vanda’s closing share price on April 16, 2024, the day prior to the public disclosure of the initial offer by Future Pak LLC of $4.05 per share;
A 63% premium above Vanda’s closing share price on May 23, 2024, the day before Cycle submitted its proposal to the Vanda Board;
An all-cash upfront offer exceeding the cash portion of Future Pak’s revised proposal for Vanda on May 7, 2024; and
A 58% premium above Vanda’s closing share price on June 5, 2024.

Cycle has substantial cash on hand, and both of Cycle’s financial advisors are highly confident that, following limited due diligence, committed financing will be put in place for the transaction. Cycle will obtain fully underwritten, binding commitment letters for any debt financing prior to signing a definitive merger agreement, which will not contain any financing contingency.

Cycle issued the following statement regarding its proposal:

“Our proposal for Vanda delivers immediate, compelling and certain cash value for Vanda shareholders with a highly attractive premium. Cycle’s proposal represents a better outcome for shareholders, who would receive all-cash upfront value exceeding that of Future Pak’s cash portion of its latest offer announced May 7, 2024. It would also benefit patients, as Cycle has a proven commercial strategy in the U.S., a strong distribution footprint and an established track record of delivering medicines and individualized support to patients suffering from conditions with high unmet medical need.

While we would have preferred to reach an agreement privately, Cycle is publicly disclosing our proposal for the benefit of Vanda shareholders and to encourage Vanda shareholders to express their views on this proposal to the independent directors of the Vanda Board of Directors.

Given our familiarity with Vanda, its brands and our extensive knowledge of the industry, we believe we can efficiently and quickly complete our diligence. Once we receive access to the required information, we believe that we can complete our due diligence within 2-3 weeks and reach a definitive agreement shortly thereafter.

We stand ready to work immediately with Vanda’s Board and management team to reach an agreement that would provide a compelling premium and certain cash value today for all Vanda shareholders.”