Exhibit 99.1
PRIVILEGED AND CONFIDENTIAL
All Employees Email for Transaction Announcement
To: | All Employees | |
From: | Kevin Lind | |
Subject: | Today’s Announcement |
Longboard team,
As you may have seen, we just announced that Longboard Pharmaceuticals has entered into a merger agreement with H. Lundbeck A/S (Lundbeck) under which Lundbeck will acquire Longboard at a price of $60 per share. You can read our joint press release announcing the transaction here. https://ir.longboardpharma.com/news-releases/news-release-details/lundbeck-acquire-longboard-pharmaceuticals-strategic-deal
I am exceptionally proud of the work we have done over the past several years to advance our clinical research across multiple therapeutic areas. Lundbeck is a global pharmaceutical company specializing in brain diseases. For more than 70 years, they have been at the forefront of neuroscience research. Lundbeck’s remarkable capabilities will accelerate our vision to deliver bexicaserin to as many DEE patients as possible. We believe this transaction signifies the best outcome for patients and our other key stakeholders. Charl van Zyl, President and CEO of Lundbeck, wanted to share the attached letter as an introduction to the Longboard team and looks forward to meeting you all very soon.
We are targeting to close the transaction in December 2024, subject to regulatory approvals, the tender of a majority of the outstanding shares of Longboard’s voting common stock, and other customary closing conditions.
In the interim, while we will work with Lundbeck on certain high-level transition planning matters, Longboard will continue to operate independently, and we will continue to stay focused on our daily responsibilities and business as usual. As such, today’s announcement will not impact our day-to-day activities, and it’s imperative that we all remain focused on our commitments to our clinical development activities for the benefit of patients.
We know that you will have questions, and we will schedule several meetings over the next week to provide you with more information. Please join us for an all company meeting on Monday, October 14, 2024, at 9am PT; you will receive an Outlook invitation with details shortly. Attached are FAQs for employees, but as with most transactions of this nature, it will take time to resolve many of the open questions you may have. With that said, we are committed to providing you with up-to-date information as it becomes available to us. We will include pertinent information on The Tide and Egnyte. In the meantime, if you have any questions, please feel free to send them to Brandi Roberts, Chief Financial Officer, at broberts@longboardpharma.com.
This is a critically important time for our company, and it is essential that we speak with one voice. Should you receive any calls or requests from the media or other interested parties, please do not respond, and instead direct all inquiries to Megan Knight, VP, Head of Investor Relations, at mknight@longboardpharma.com. In addition, please do not discuss and/or post about this announcement on social media, including by making, sharing, liking or commenting on any posts about or referring to the transaction.
The next few months will be a learning journey for all of us. Thank you for your continued commitment to Longboard, to the critical work we are doing, and to the patients we serve. This merger is possible due in no small part to the hard work and dedication of this team, and I am incredibly proud of the company we’ve built together.
Sincerely,
Kevin
An important note:
All Longboard employees are prohibited from discussing and/or posting about this announcement on social media, including by making, sharing, liking or commenting on any posts about or containing references to the proposed transaction. This includes posts by third parties. All questions regarding this should be directed to Megan Knight.
No engagement should be made externally or with vendors, HCPs, advocacy groups, or other external parties related to this announcement until directed.
Longboard employees are prohibited from speaking on behalf of the company. All external inquiries should be directed to Megan Knight.
IMPORTANT INFORMATION FOR INVESTORS AND SECURITY HOLDERS
The tender offer (the Offer) for the outstanding common stock of Longboard referred to in this corporate release has not yet commenced. The description contained in this corporate release is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Lundbeck and its acquisition subsidiary will file with the U.S. Securities and Exchange Commission (the SEC). The solicitation and offer to buy the common stock of Longboard will only be made pursuant to an offer to purchase and related tender offer materials. At the time the Offer is commenced, Lundbeck will file a tender offer statement on Schedule TO and thereafter Longboard will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the Offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
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The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SEC’s website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by Lundbeck and when available may be obtained by directing a request to the Information Agent for the tender offer which will be named in the Schedule TO. Copies of the documents filed with the SEC by Longboard will be available free of charge on Longboard’s internet website https://ir.longboardpharma.com/financial-information/sec-filings or by contacting Longboard’s investor relations contact at IR@LongboardPharma.com.
In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents filed by Lundbeck, as well as the solicitation/recommendation statement filed by Longboard, Longboard will also file annual, quarterly and current reports with the SEC. You may read and copy any reports or other information filed by Lundbeck or Longboard at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Longboard’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Safe Harbor/Forward-Looking Statements
This corporate release contains forward-looking statements that provide our expectations or forecasts of future events such as new product introductions, product approvals and financial performance. Forward looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like “believe”, “anticipate”, “expect”, “estimate”, “intend”, “plan”, “project”, “will be”, “will continue”, “will result”, “could”, “may”, “might”, or any variations of such words or other words with similar meanings. All statements other than statements of historical facts included in this corporate release, including, without limitation, those regarding Lundbeck and Longboard’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to Lundbeck and Longboard’s products), are forward looking statements.
Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause Lundbeck and Longboard’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Factors that may affect future results include, among others, interest rate and currency exchange rate fluctuations; delay or failure of development projects, production or distribution problems; unexpected contract breaches or terminations; government-mandated or market-driven price decreases for Lundbeck’s products; introduction of competing products; Lundbeck’s ability to successfully market both new and existing products; exposure to product liability and other lawsuits; changes in reimbursement rules and governmental laws and related interpretation thereof; and unexpected growth in costs and expenses. Additional risks and uncertainties include, but are not limited to, risks related to Lundbeck’s ability to complete the transaction on the proposed terms and schedule; whether the tender offer conditions will be satisfied; whether sufficient stockholders of Longboard tender their shares in the transaction; the outcome of legal proceedings that may be instituted against Longboard and/or others relating to the transaction; the failure to receive (or delay in receiving) the required
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regulatory approvals relating to the transaction; the possibility that competing offers will be made; risks associated with acquisitions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; risks related to future opportunities and plans for Longboard and its products, including uncertainty of the expected financial performance of Longboard and its products; disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the occurrence of any event, change or other circumstance that could give rise to the termination of the acquisition agreement; and other uncertainties pertaining to the business of Longboard, including those detailed in Longboard’s public filings with the SEC from time to time, including Longboard’s most recent Annual Report on Form 10-K for the year ended December 31, 2023 and its subsequent Quarterly Reports on Form 10-Q. The reader is cautioned not to unduly rely on these forward-looking statements. The forward-looking statements in this corporate release and any oral presentations speak only as at the date of this corporate release. Longboard and Lundbeck disclaim any intent or obligation to update or revise these forward-looking statements, or to confirm such statements to reflect subsequent events or circumstances after the date of the corporate release or in relation to actual results, other than as may be required under applicable law or applicable stock exchange regulations.
Certain assumptions made by Lundbeck are required by Danish Securities Law for full disclosure of material corporate information. Some assumptions, including assumptions relating to sales associated with products that are prescribed for unapproved uses, are made considering past performances of other similar drugs for similar disease states or past performance of the same drug in other regions where the product is currently marketed. It is important to note that although physicians may, as part of their freedom to practice medicine in the US, prescribe approved drugs for any use they deem appropriate, including unapproved uses, at Lundbeck, promotion of unapproved uses is strictly prohibited.
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