Supernus Pharmaceuticals, Inc SC TO-T, filed Oct 25, 2021

Supernus Pharmaceuticals, Inc. (SUPN)

SC TO-T 2021-10-25

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Added on October 20, 2026

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Transaction Valuation*				Amount of Filing Fee**
$394,349,917				$36,557

	Amount Previously Paid: N/A			Filing Party: N/A
	Form or Registration No.: N/A			Date Filed: N/A

	Exhibit No.			Description
	(a)(1)(A)			Offer to Purchase, dated October 25, 2021.*
	(a)(1)(B)			Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).*
	(a)(1)(C)			Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	(a)(1)(D)			Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	(a)(1)(E)			Summary Advertisement, published in the New York Times on October 25, 2021.*
	(a)(5)(A)			Joint Press Release issued by Supernus and Adamas on October 11, 2021 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Supernus on October 12, 2021).
	(a)(5)(B)			Investor Presentation issued by Supernus on October 11, 2021 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Supernus on October 12, 2021).
	(b)			Not applicable.
	(d)(1)			Agreement and Plan of Merger, dated October 10, 2021, by and among Supernus Pharmaceuticals, Inc., Supernus Reef, Inc. and Adamas Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Adamas on October 12, 2021 (File No. 001-36399)).
	(d)(2)			Form of Contingent Value Rights Agreement.*
	(d)(3)			Mutual Non-Disclosure Agreement, dated August 9, 2021, by and among Supernus Pharmaceuticals, Inc. and Adamas Pharmaceuticals, Inc.*
	(g)			Not applicable.
	(h)			Not applicable.

	Supernus Reef, Inc.
Date: October 25, 2021	By:	/s/ Jack A. Khattar
		Name: Jack A. Khattar
		Title: President, Treasurer and Secretary
	Supernus Pharmaceuticals, Inc.
	By:	/s/ Jack A. Khattar
		Name: Jack A. Khattar
		Title: President and Chief Executive Officer

	PAGE
SUMMARY TERM SHEET		i
INTRODUCTION		1
THE TENDER OFFER		3
1. Terms of the Offer		3
2. Acceptance for Payment and Payment for Shares		5
3. Procedures for Accepting the Offer and Tendering Shares		6
4. Withdrawal Rights		8
5. Material U.S. Federal Income Tax Consequences		9
6. Price Range of Shares; Dividends on the Shares		13
7. Certain Information Concerning Adamas		14
8. Certain Information Concerning Supernus and Purchaser		15
9. Source and Amount of Funds		16
10. Background of the Offer; Past Contacts or Negotiations with Adamas		16
11. The Merger Agreement; CVR Agreement		20
12. Purpose of the Offer; Plans for Adamas		40
13. Certain Effects of the Offer		41
14. Dividends and Distributions		42
15. Conditions of the Offer		42
16. Certain Legal Matters; Regulatory Approvals		43
17. Appraisal Rights		45
18. Fees and Expenses		46
19. Miscellaneous		47

	Securities Sought			Subject to certain conditions, including the satisfaction of the Minimum Condition (as described in Section 15 — “Conditions of the Offer”), all of the issued and outstanding shares of common stock, par value $0.001 per share, of Adamas (other than Excluded Shares and Dissenting Shares (as defined in the Merger Agreement)).
	Price Offered Per Share			(a) $8.10, in cash, without interest and less any applicable withholding taxes (the “Cash Amount”), plus (b) two non-transferable and non-tradable contingent value rights per Share (each, a “CVR”), each of which represents the right to receive $0.50 in cash, less any applicable withholding taxes and without interest, which amount will become payable, if at all, if specified milestones are achieved prior to December 31, 2024 and December 31, 2025, as applicable (the Cash Amount, plus two CVRs per Share, collectively, or any higher amount per Share paid pursuant to the Offer, the “Offer Price”).
	Scheduled Expiration of Offer			One minute following 11:59 p.m., Eastern Time, on November 23, 2021, unless otherwise agreed to in writing by Supernus and Adamas (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”) or earlier terminated.
	Purchaser			Supernus Reef, Inc., a Delaware corporation and wholly owned subsidiary of Supernus.

	High			Low
Fiscal Year Ended December 31, 2021
Fourth Quarter (through October 22, 2021)		$	8.09		$	4.48
Third Quarter		$	5.90		$	4.02
Second Quarter		$	6.21		$	4.43
First Quarter		$	9.15		$	4.23
Fiscal Year Ended December 31, 2020
Fourth Quarter		$	5.40		$	2.96
Third Quarter		$	5.55		$	2.43
Second Quarter		$	3.68		$	2.43
First Quarter		$	6.13		$	1.90

Name and Position			Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
Jack A. Khattar President, Treasurer, Secretary and Director			Jack A. Khattar is the founder of our Company and has served as our President, Chief Executive Officer and Secretary and a Director since 2005. From 1999 to 2005, Mr. Khattar served in various positions during that time as a board member, President and Chief Executive Officer of Shire Laboratories Inc., the drug delivery subsidiary of Shire plc. From 1999 to 2004, he also served as a member of Shire plc’s executive committee. Prior to that, Mr. Khattar served as an executive officer and the Chairman of the management committee at CIMA Labs Inc. (CIMA), a drug delivery company where he was also responsible for business development, corporate alliances and strategic planning. Prior to joining CIMA in 1995, Mr. Khattar held several marketing and business development positions at Merck & Co., Novartis, Playtex and Kodak in various locations, including the United States, Europe and the Middle East. Mr. Khattar currently serves on the board of directors of Navitor Pharmaceuticals, LLC, a privately-held development stage biotechnology company, and on the advisory board of New Rhein Healthcare, a private equity firm. Mr. Khattar also serves as Chairman of the boards of directors of scPharmaceuticals and Cognition Therapeutics Inc., two publicly traded pharmaceutical companies.
Bryan Roecklein, Ph.D. Director			Bryan A. Roecklein, Ph.D, joined Supernus in 2015 as Vice President of Corporate Development. Prior to joining Supernus, he was most recently a member of the U.S. Executive Team at Meda Pharmaceuticals, leading the Corporate Development function. Prior to that, he was Vice President of Marketing and Business Development, with responsibilities covering Marketing, Access, Trade and Acquisition Strategy. From 2001 to 2011, at MedPointe, then Meda Pharmaceuticals, Dr. Roecklein held various positions with increasing responsibility in Portfolio Management, New Product Planning, Marketing, Medical Education and Commercial Development. From 1998 to 2001, Dr. Roecklein led commercial development at Kimeragen and ValiGene, and from 1995-1998, he was an independent Investigator at the Fred Hutchinson Cancer Research Center.

Name and Position			Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
			Dr. Roecklein earned his B.S. from University of Maryland, College Park and Ph.D in Molecular, Cellular, and Developmental Biology from the University of Colorado Boulder.

Name and Position			Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
Dr. Carrolee Barlow, M.D., Ph.D. Director			Carrolee Barlow has served as a member of the Supernus Board of Directors since 2018. Dr. Barlow is a renowned expert in neuroscience and neurodegeneration, rare diseases and clinical development of new therapies, and she is presently the Chief Medical Officer of E-Scape Bio, a position she has held since January 2019. Prior to E-Scape, Dr. Barlow served as Chief Executive Officer of the Parkinson’s Institute and Clinical Center (Parkinson’s Institute), an independent nonprofit organization providing research, clinical trials and patient care for Parkinson’s and related disorders. There, she led all aspects of basic research, clinical research, and clinical care, as well as partnerships with biotech and pharmaceutical companies. She remained a member of the board of directors for the Parkinson’s Institute until 2019. Before joining the Parkinson’s Institute in 2014, Dr. Barlow served as a consultant and advisor to a variety of biotechnology companies addressing neurologic, psychiatric, metabolic and rare genetic diseases.
Padmanabh P. Bhatt, Ph.D. Senior Vice President, Chief Scientific Officer Intellectual Property			Padmanabh P. Bhatt, Ph.D., has served as our Senior Vice President Intellectual Property and Chief Scientific Officer since March 2012. Prior to that, he served as our Vice President of Pharmaceutical Sciences since 2005. From 2003 to 2005, Dr. Bhatt was Vice President of Advanced Drug Delivery at Shire Laboratories Inc.
Timothy C. Dec Senior Vice President, Chief Financial Officer			Timothy C. Dec was appointed Senior Vice President and Chief Financial Officer of Supernus in August 2021. He has more than 35 years of experience in accounting and finance across many industries, including healthcare. His experience includes serving in chief financial officer or other senior financial executive roles at three publicly traded companies listed on Nasdaq, and with private equity-backed companies. Most recently, from April 2015 to July 2021, Mr. Dec was Chief Financial Officer of OpGen, Inc., a Nasdaq listed company engaged in the development and commercialization of molecular microbiology solutions to help combat infectious diseases. Prior to joining OpGen, Mr. Dec served as Senior Vice President and Chief Financial Officer for

Name and Position			Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
			Clubwidesports, LLC, a start-up sports management software company, from January 2014 to April 2015. From August 2007 to December 2012, Mr. Dec served as Senior Vice President and Chief Financial Officer of Fortress International Group, Inc., a publicly traded company.
Georges Gemayel, Ph.D. Director			Georges Gemayel has served as a member of the Supernus Board of Directors since 2015. Since 2010, he has served as a consultant for several biotechnology companies and venture capital funds. From February 2011 to December 2012, Dr. Gemayel served as Executive Chairman of Syndexa Pharmaceuticals Corp., a privately held drug development company. Prior to that, in 2010, Dr. Gemayel served as Executive Chairman of FoldRx until its acquisition by Pfizer. From June 2008 until November 2009, Dr. Gemayel served as President and Chief Executive Officer of Altus Pharmaceuticals, a publicly traded pharmaceutical company.
Frederick M. Hudson Director			Frederick Hudson has served on the Supernus Board of Directors since 2010. Mr. Hudson retired as a partner in the accounting firm of KPMG LLP in 2006 after a 37 year career with the firm. During Mr. Hudson’s career with KPMG, he was the partner in charge of the health care audit practice for the Washington — Baltimore business unit, and held leadership positions for serving the middle market practice and due diligence and mergers and acquisitions services. He was also a leader of the health care audit practice for the Mid-Atlantic area of KPMG, and served as national account lead partner and venture capital liaison partner. Mr. Hudson currently chairs the audit committee of the board of directors of scPharmaceuticals, Inc., a publicly traded pharmaceutical company.
Jack A. Khattar President, Chief Executive Officer and Director			Jack A. Khattar is the founder of our Company and has served as our President, Chief Executive Officer and Secretary and a Director since 2005. From 1999 to 2005, Mr. Khattar served in various positions during that time as a board member, President and Chief Executive Officer of Shire Laboratories Inc., the drug delivery subsidiary of Shire plc. From 1999 to 2004, he also served as a member of Shire plc’s executive committee. Prior to that, Mr. Khattar served as an executive officer and the Chairman of the management committee at CIMA Labs Inc. (CIMA), a drug delivery company where he was also responsible for business development, corporate alliances and strategic planning. Prior to joining CIMA in 1995, Mr. Khattar held several marketing and business development positions at Merck & Co., Novartis, Playtex and Kodak in various locations, including the United States, Europe and the Middle East. Mr. Khattar currently serves on the board of directors of Navitor Pharmaceuticals, LLC, a privately-held development stage biotechnology company, and on the advisory board of New Rhein Healthcare, a private equity firm. Mr. Khattar also serves as Chairman of the boards of directors of scPharmaceuticals and Cognition Therapeutics Inc., two publicly

Name and Position			Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
			traded pharmaceutical companies.
Tami T. Martin, R.N., Esq. Senior Vice President, Regulatory Affairs			Tami T. Martin, R.N., Esq., has served as Supernus’ Senior Vice President of Regulatory Affairs since 2016. From 2008 to 2015, she served as our Vice President of Regulatory Affairs. Ms. Martin has previously held positions as Vice President of Regulatory Affairs at Shire Pharmaceuticals from 2002 to 2007, and Manager to Sr. Director of Regulatory Affairs at Otsuka America Pharmaceuticals from 1995 to 2001. Ms. Martin has also consulted privately for domestic and international clients as President and CEO of Pyramid Regulatory Consulting.
Frank Mottola Senior Vice President, Quality, GMP Operations and Information Technology			Frank Mottola has served as Senior Vice President of Quality, GMP Operations and Information Technology of Supernus since January 2020. Prior to that, Mr. Mottola was Vice President of Quality, GMP Operations and Information Technology from 2017 to 2020. From 2014 to 2017, he served as Vice President of Quality and GMP Operations. Mr. Mottola served as Director of Quality from 2005 to 2013. Prior to 2005, Mr. Mottola was the Director of Quality at Able Laboratories and previously held various positions at Ortho Clinical Diagnostics (a Johnson & Johnson company).
Charles W. Newhall, III Chairman of the Board of Directors			Charles W. Newhall, III has served as a member of the Supernus Board of Directors since 2005 and was elected to serve as Chairman of the Board in August 2016. In 1977, Mr. Newhall co-founded NEA, a venture capital firm that focuses on the medical and life sciences and information technology industries, from which he retired effective December 31, 2012. To date, Mr. Newhall has served as a director of over approximately 60 venture-backed companies. In 1986, he founded the Mid-Atlantic Venture Capital Association (MAVA), which now has over 500 venture capital firms that are members, and is one of the most active regional venture associations in the country. He is Chairman Emeritus of MAVA. He has served as an advisor to Greenspring Associates since 2012. Before NEA, Mr. Newhall was a Vice President of T. Rowe Price.
Jonathan Rubin, M.D. Senior Vice President, Chief Medical Officer Research & Development			Jonathan Rubin, M.D., has served as Supernus’ Senior Vice President, Chief Medical Officer since January 2021. Before joining the Company in February 2020 as Senior Vice-President, Clinical Research and Medical Affairs, Dr. Rubin was Chief Medical Officer of Atentiv, Inc. from May 2018 to February 2020 where he was responsible for clinical strategy and the design of clinical trials. From October 2017 to July 2018, Dr. Rubin was a clinical consultant to Chondrial Therapeutics, Inc. responsible for developing clinical strategy and trials for frataxin replacement therapy. From August 2013 to September 2017, Dr. Rubin was Chief Medical Officer of Alcobra, Inc. where he was responsible for oversight of the company’s clinical development, medical affairs, biometrics and pharmacovigilance, participated in the completion of two Phase II studies in ADHD and assisted with orphan drug and fast track designations for product candidates.

Name and Position			Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)
John M. Siebert, Ph.D. Director			John M. Siebert, Ph.D., has served as a member of the Supernus Board of Directors since 2011. Dr. Siebert is currently a member of the board of directors of Riverside Pharmaceuticals, a private company. From February 2018 to July 2020, Dr. Siebert was Acting Principal Executive Officer of Aradigm Corporation, a publicly traded respiratory pharmaceuticals development company. From November 2006 to February 2018, Dr. Siebert was a member of the board of directors of Aradigm Corporation and was Chairman of the board of directors from June 2017 to February 2018. From May 2014 to November 2015, Dr. Siebert was Chief Executive Officer of Chase Pharmaceuticals, a company conducting clinical trials in Alzheimer’s disease. From 2010 to 2014, he was a Partner and Chief Operating Officer of New Rhein Healthcare Investors, LLC, a private equity group.

		SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 4, 5 and 7)
		To be completed ONLY if Share Certificates not validly tendered or not accepted for payment and/or the check for the Cash Amount in consideration of Shares validly tendered and accepted for payment are to be issued in the name of someone other than the undersigned:
		Issue: ☐ Check and/or ☐ Share Certificates to:
		Name: (Please Print)
		Address: (Include Zip Code)
		(Tax Identification or Social Security Number)

		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4, 5 and 7)
		To be completed ONLY if Share Certificate(s) not validly tendered or not acceptable for payment and/or the check for the Cash Amount of Shares validly tendered and accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above:
		Issue: ☐ Check and/or ☐ Share Certificates to:
		Name: (Please Print)
		Address: (Include Zip Code)

		IMPORTANT — SIGN HERE (U.S. Holders Please Also Complete the Enclosed IRS Form W-9) (Non-U.S. Holders Please Obtain and Complete IRS Form W-8BEN or W-8BEN-E or Other Applicable IRS Form W-8) (Signature(s) of Stockholder(s))
		Dated: , 20
		(Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)
		Name(s): (Please Print)
		Capacity (full title):
		Address: (Include Zip Code)
		Area Code and Telephone Number:
		Tax Identification or Social Security No.:

		GUARANTEE OF SIGNATURE(S) (For use by Eligible Institutions only; see Instructions 1 and 5)
		Name of Firm:
		(Include Zip Code)
		Authorized Signature:
		(Please Type or Print)
		Name:
		Area Code and Telephone Number:
		Dated: , 20
		Place medallion guarantee in space below:

	Number of Shares to be Tendered:			SIGN HERE
	Shares* Account No			Signature(s) Please Print name(s) and address(es) here
	Dated , 2021
	Area Code and Phone Number Tax Identification Number or Social Security Number

Attn:	Legal Department
Email:	legalteamAST@astfinancial.com

Attention:	Mark I. Gruhin
Facsimile:	(202) 295-6719
Email:	mark.gruhin@saul.com

	SUPERNUS PHARMACEUTICALS, INC.

	By:
	Name:
	Title:

	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

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	Title: