Company Announcements

Represents an immediate, compelling cash premium of 98% over Vanda’s closing share price prior to the initial Future Pak proposal announced on April 17, 2024

Vanda shares have not traded at $8.00 per share since January 2023 and have traded as low as $3.30 per share in the past twelve months

Cycle has an extensive U.S. operational footprint and distribution footprint, a strong strategic fit for Vanda’s commercialized therapies and clinical development pipeline

Cycle and its advisors are standing by to work immediately with Vanda’s Board and management team to quickly negotiate and finalize a definitive agreement

BOSTON & CAMBRIDGE, England--(BUSINESS WIRE)--Jun. 6, 2024-- Cycle Pharmaceuticals Ltd (“Cycle” or the “Company”), 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”) (NASDAQ: VNDA) 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.”

About Cycle Pharmaceuticals

Cycle Pharmaceuticals was founded in 2012 with the sole aim of delivering drug treatments and product support to the underserved rare disease patient community, and the healthcare professionals and communities that support them.

Cycle focuses on rare metabolic, immunological, and neurological genetic conditions. Within neurological conditions, Cycle focuses on multiple sclerosis. During May 2024, Cycle launched its 6th drug product in the U.S. market. Cycle’s U.S. commercial drug products are:

• NITYR® (nitisinone) Tablets (since 2017)
• SAJAZIR™ (icatibant) Injection (since 2021)
• JAVYGTOR™ (sapropterin dihydrochloride) Tablets and Powder (since 2022)
• TASCENSO ODT® (fingolimod) (since 2023)
• TIOPRONIN delayed-release tablets (since 2024)
• ORMALVI™ (dichlorphenamide) Tablets (since 2024)

Cycle achieved $109m net sales and $40m operating profit in 2023 (according to FRS102 accounting principles). Extracts of the Company’s unaudited financial results for the year ending December 31, 2023 are available here.

Cycle is headquartered in Cambridge, U.K. and has offices in Boston, Massachusetts.

For more information, please visit www.cyclepharma.com and follow us on X, LinkedIn and Facebook.

Additional Information

The terms of this announcement are non-binding and intended solely to provide the basis on which Cycle is presently willing to negotiate definitive transaction documentation in respect of the proposal, and are not intended to, and should not be deemed or construed to, create or constitute any sort of binding offer, commitment, right or obligation on the part of Cycle, Vanda, Vanda’s shareholders, or their respective affiliates. Any such offer, commitment, right or obligation will come into existence only by the execution and delivery of binding definitive transaction documentation by the parties setting forth the terms and conditions of such offer, right, commitment or obligation, and will be subject in each case to the satisfaction or waiver of all applicable conditions. The failure for any reason to execute and deliver the definitive transaction documentation or consummate the proposal will impose no liability on any party hereto or their respective affiliates.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240606193221/en/

U.S.
Tanner Kaufman / Kyla MacLennan
FTI Consulting
tanner.kaufman@fticonsulting.com / kyla.maclennan@fticonsulting.com

U.K.
Ben Atwell / Simon Conway
FTI Consulting
ben.atwell@fticonsulting.com / simon.conway@fticonsulting.com

Source: Cycle Pharmaceuticals