Future Pak Issues Enhanced and Final Proposal to Acquire Vanda Pharmaceuticals Inc.

Future Pak has raised the cash portion of its offer for Vanda to $8.50 - $9.00 per share, representing an upfront cash premium of 110% - 122% and overall premium of 215% - 228% to Vanda’s unaffected share price

Future Pak has set a deadline of June 26, 2024 for Vanda to engage in discussions before the offer is withdrawn

Future Pak encourages shareholders to voice their support of engagement with Future Pak and other potential acquirers, in Vanda’s exploration of all strategic alternatives to maximize shareholder value

WIXOM, Mich.--(BUSINESS WIRE)--Future Pak, LLC and its affiliates ("Future Pak") today announced that it has submitted a final attempt to engage with Vanda Pharmaceuticals Inc. ("Vanda" or the "Company") in a good faith effort to acquire all outstanding shares of Vanda (the “Transaction”). Following the offer announced by Cycle Pharmaceuticals Ltd on June 6, 2024 to acquire Vanda as well as Future Pak’s improved offer, it is clear that Vanda’s Board should conduct a process to explore strategic alternatives (including a sale of the Company) in order to maximize shareholder value, consistent with its fiduciary duty to act in the best interests of shareholders.

“We are not surprised that other parties see similar opportunities at Vanda as we do,” stated Tina Guilder, Head of Transactions at Future Pak. “We have raised our bid and reaffirm that we are prepared to complete a transaction on an expedited timeline. Our revised proposal is a final attempt at delivering value to Vanda shareholders far in excess of what the market indicates Vanda can achieve on a standalone basis. We feel that the upfront and total value we’ve put on the table is more than sufficient for engagement, due diligence, and good faith negotiations. As previously stated, our proposal is based on available public information and it is open to upward revision based on additional information and access to the Company to address due diligence requests. We are prepared and willing to participate in a competitive process that will enable Vanda to maximize shareholder value.”

Final Proposal

Future Pak has decided to make a final attempt to engage with Vanda’s Board to open a constructive dialogue, with a revised offer. In this final proposal, Future Pak has increased the cash portion of its offer by $0.75 - $1.25 to $8.50 - $9.00 per share alongside previously proposed CVRs representing approximately $4.27 per share, for a total consideration of $12.77 - $13.27 per share (the “Final Proposal”).

The offer includes up to $260 million of potential CVR payments, consisting of:

• $60 million in payments based on Fanapt net sales, approximating $0.98¹ per share, via an annual $20 million milestone payment if Fanapt net sales reach $120 million in any of the next 3 calendar years
• The first $200 million of any license or monetization proceeds of Tradipitant in any of the next 3 calendar years approximating $3.28¹ per share. The FDA has set September 18, 2024 as the target date for its decision under the Prescription Drug User Fee Act (PDUFA) for Tradipitant’s potential approval

The Final Proposal represents an upfront cash premium of 110% - 122% and overall premium of 215% - 228% to the Company’s unaffected share price of $4.05 on April 16, 2024, the last trading day prior to Future Pak’s initial public announcement regarding its offers to acquire Vanda. As previously noted, Future Pak would not require a financing contingency in connection with a Transaction and has the full support of its strategic financial partner, Colbeck Capital Management.

Future Pak requires constructive engagement from Vanda no later than June 26, 2024 or it will withdraw its offer and prioritize other business development opportunities.

Next Steps

Future Pak encourages Vanda shareholders to contact the Company to support engagement with Future Pak on this Final Proposal by June 26, 2024, and to launch a formal review of strategic alternatives (including a sale of the Company).

About Future Pak

Future Pak is a privately-held contract manufacturer and packager of pharmaceutical and nutraceutical products. The company has access to retail, specialty and institutional customers through its expansive partner network. Leveraging its existing infrastructure, Future Pak seeks to make a positive impact on patients by utilizing its reliable supply chain and its quality-first approach. The company was incorporated in 1977 and is based in Wixom, Michigan.

Additional Information

This press release is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities.

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¹ Fanapt and Tradipitant CVR per share figures do not sum to total CVR per share figure due to rounding