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Mason Capital Announces Tender Offer for Any and All of (i) the Outstanding American Depositary Shares (the “ADSs”), each representing 4,000 Ordinary Shares, Nominal Value 0.01 DKK of Forward Pharma A/S (the “Ordinary Shares”) for a Purchase Price of $437.00 per ADS and (ii) the Outstanding Ordinary Shares for a Purchase Price of 0.76 DKK per Ordinary Share
NEW YORK, May 15, 2024 /PRNewswire/ — Mason Capital Management LLC, a Delaware limited liability company (“Mason Capital”), announced today that it has commenced a tender offer (the “Tender Offer”) for any and all the outstanding ADSs and Ordinary Shares in Forward Pharma A/S (the “Company”) for a purchase price of $437.00 per ADS or 0.76 DKK per Ordinary Share.
The Tender Offer is scheduled to expire at 5:00 p.m., Eastern Standard Time, on June 12, 2024 (unless extended or earlier terminated with respect to a Tender Offer, the “Expiration Date”). The Tender Offer is being made pursuant to an Offer to Purchase dated May 14, 2024 (the “Offer to Purchase”) and, with respect to the ADSs, a related Letter of Transmittal, dated May 14, 2024 or, with respect to the Ordinary Shares, a related form of Share Transfer Note, dated May 14, 2024 (together, the “Tender Offer Materials”), which set forth a more detailed description of the Tender Offer, including the terms and conditions of the Tender Offer. Holders of ADSs and Ordinary Shares are urged to carefully read the Tender Offer Materials before making any decisions with respect to the Tender Offer. Copies of the Tender Offer Materials will be provided to Holders of ADSs or Ordinary Shares upon request by contacting MacKenzie Partners at 800-322-2885 or tenderoffer@mackenziepartners.com.
Subject to all conditions to the Tender Offer having been satisfied or waived by Mason Capital, Mason Capital will purchase ADSs and Ordinary Shares that have been validly tendered or purchased by the Expiration Date no later than promptly following the Expiration Date. ADSs and Ordinary Shares tendered into or purchased pursuant to the Tender Offer will not be subject to withdrawal from the Tender Offer and Mason Capital may, at its option, purchase ADSs or Ordinary Shares validly tendered on one or more dates at any time upon the satisfaction or waiver of all the conditions to the Tender Offer described in the Tender Offer Materials.
Mason Capital is making the Tender Offer only by, and pursuant to, the terms of the Tender Offer Materials. Mason Capital does not make any recommendations as to whether holders of ADSs or Ordinary Shares should tender or refrain from tendering their ADSs or Ordinary Shares. Holders must make their own decision as to whether to participate in the Tender Offer and, if so, the amount of ADSs or Ordinary Shares to tender or purchase. The Tender Offer is not being made to holders of ADSs or Ordinary Shares in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any new securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful. Capitalized terms used in this press release but not otherwise defined herein have the meanings assigned to them in the Tender Offer Materials.
About Mason Capital
Mason Capital is a global event driven hedge fund founded in July 2000 by Ken Garschina and Mike Martino. Assets under management are $1.37 billion as of December 31, 2023. Mason Capital has an absolute return focus and seeks to generate consistent positive returns in any market environment.
