According to a recently-filed 13D, notorious investor Seth Klarman‘s Baupost Group currently owns a substantial position in the OTC stock Biotie Therapies Corp (OTCMKTS:BIOZF). The filing showed that Baupost owns 172.71 million shares of Biotie Therapies Corp, the activist position amassing over 17% of the company’s outstanding stock.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| The Baupost Group, L.L.C.04-3402144 | 0 | 172,711,112 | 0 | 172,711,112 | 172,711,112 | 17.1% |
| SAK Corporation04-3334541 | 0 | 172,711,112 | 0 | 172,711,112 | 172,711,112 | 17.1% |
| Seth A. Klarman | 0 | 172,711,112 | 0 | 172,711,112 | 172,711,112 | 17.1% |
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Page 1 of 6 SEC Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
n/a
)*
(Name of
Issuer)
(Title of
Class of Securities)
(CUSIP
Number)
The Baupost Group, L.L.C.
10 St. James Avenue, Suite 1700,
Boston,
Massachusetts
02116
Phone : (617) 210-8300
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
x
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Page 2 of 6 SEC Filing
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| The Baupost Group, L.L.C. 04-3402144 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | o | ||
| | (b) | x | |||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS | ||||
| AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) | o | |||
| | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Commonwealth of Massachusetts | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
| 0 | |||||
| 8 | SHARED VOTING POWER | ||||
| 172,711,112 | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 172,711,112 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 172,711,112 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |||
| | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
| 17.1% | |||||
| 14 | TYPE OF REPORTING PERSON | ||||
| IA | |||||
Page 3 of 6 SEC Filing
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| SAK Corporation 04-3334541 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | o | ||
| | (b) | x | |||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS | ||||
| AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) | o | |||
| | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Commonwealth of Massachusetts | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
| 0 | |||||
| 8 | SHARED VOTING POWER | ||||
| 172,711,112 | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 172,711,112 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 172,711,112 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |||
| | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
| 17.1% | |||||
| 14 | TYPE OF REPORTING PERSON | ||||
| HC | |||||
Page 4 of 6 SEC Filing
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| Seth A. Klarman | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | o | ||
| | (b) | x | |||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS | ||||
| AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) | o | |||
| | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| The United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
| 0 | |||||
| 8 | SHARED VOTING POWER | ||||
| 172,711,112 | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 172,711,112 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 172,711,112 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |||
| | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
| 17.1% | |||||
| 14 | TYPE OF REPORTING PERSON | ||||
| HC | |||||
Page 5 of 6 SEC Filing
| Item 1. | Security and Issuer |
| | | This statement on Schedule 13D relates to the ordinary shares, no nominal value (the “Common Stock”) of Biotie Therapies Corp., a Finnish public limited liability company (the “Issuer”). The principal executive offices of the Issuer are located at Joukahaisenkatu 6, FI-20520 Turku, Finland. |
| Item 2. | Identity and Background |
| | (a) | This statement on Schedule 13D is being jointly filed by The Baupost Group, L.L.C. (“Baupost”), SAK Corporation (“SAK”), and Seth A. Klarman (“Mr. Klarman”) (collectively, the “Reporting Persons”). The Reporting Persons are filing jointly, and the agreement among them to file jointly is attached hereto as Exhibit A and incorporated herein by reference. The execution and filing of such joint filing agreement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group. |
| | (b) | The address of the principal business and principal office of each of the Reporting Persons is 10 St. James Avenue, Suite 1700, Boston, Massachusetts 02116. |
| | (c) | Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to various private investment limited partnerships, and securities reported on this Schedule 13D as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships. SAK is the Manager of Baupost. Mr. Klarman is the sole shareholder of SAK and a controlling person of Baupost. SAK, as the Manager of Baupost, and Mr. Klarman, as the sole shareholder of SAK Corporation and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, of the securities beneficially owned by Baupost. Pursuant to Exchange Act Rule 13d-4, Seth A. Klarman and SAK Corporation declare that the filing of this statement on Schedule 13D shall not be deemed an admission by either or both of them that they are, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement on Schedule 13D. |
| | (d) | None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. |
| | (e) | None of the Reporting Persons have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years. |
| | (f) | Baupost is a Massachusetts limited liability company, SAK is a Massachusetts corporation, and Mr. Klarman is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | | The securities to which this statement relates were purchased by through a combination of private placement transactions with the Issuer and open market transactions. The source of funds of such purchases was the capital of certain private investment limited partnerships (as referenced in Item 2(c)). |
| Item 4. | Purpose of Transaction |
| | General
The Reporting Persons currently hold shares of Common Stock, as well as warrants and American Depository Shares (“ADSs”) representing shares of Common Stock, for investment purposes, subject to activities related to the transactions contemplated by the agreements described in this Item 4, including, without limitation, tendering shares of Common Stock, warrants and ADSs in connection with the Combination Agreement (defined below) and the transactions contemplated thereby, and the other matters described in this Item 4 and in Item 6. Combination Agreement On January 19, 2016, Acorda Therapeutics, Inc., a Delaware corporation (“Acorda”), entered into a Combination Agreement (the “Combination Agreement”) with the Issuer. Pursuant to the terms of the Combination Agreement, Acorda will offer to acquire all of the outstanding shares of Common Stock, ADSs, options, restricted unit awards and warrants (collectively, the “Equity Interests”) in the Issuer through a public tender offer (the “Tender Offer”), and, if necessary, through subsequent compulsory redemption proceedings in accordance with the Finnish Companies Act (together with the Tender Offer, the “Transaction”). Pursuant to the terms and conditions of the Combination Agreement, the consideration offered by Acorda for all issued and outstanding shares, ADSs, options, restricted unit awards and warrants of the Issuer in the Transaction is (i) €0.2946 in cash per share, (ii) €23.5680 in cash per ADS, payable in the equivalent amount of U.S. dollars determined as near to the payment date as reasonably practicable based on the U.S. dollar spot rate against the euro exchange rate on the nearest practicable day to the closing date of the Tender Offer, (iii) various prices for the options and restricted unit awards depending on their exercise price and (iv) €0.1664 in cash per warrant, representing an aggregate equity purchase price of approximately €334 million (or approximately $363 million based on an exchange rate of 1.0864 U.S. dollars to euros). The consummation of the Transaction is subject to certain customary conditions, including, among others, (i) the valid tender to (or other acquisition by) Acorda of at least 90 percent of the issued and outstanding shares and voting rights of the Issuer on a fully diluted basis, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and (iii) the Combination Agreement not having been terminated. The Combination Agreement includes certain customary termination provisions. In particular, the Combination Agreement may be terminated with immediate effect at any time prior to closing (i) by the Issuer if the Issuer’s board of directors has cancelled or changed its recommendation concerning the Transaction in compliance with the provisions of the Combination Agreement, (ii) by Acorda if the Issuer’s board of directors has cancelled or changed its recommendation concerning the Transaction in a manner detrimental to Acorda or (iii) by either party if the closing of the Transaction has not occurred by June 19, 2016 (except where the failure of the Transaction to close by such date resulted from such party’s breach of the Combination Agreement). The foregoing description of the Combination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Combination Agreement, which has been filed as Exhibit 99.1 to the Issuer’s Report on Form 6-K filed on January 19, 2016. Undertaking On January 19, 2016, in connection with the Combination Agreement, certain private investment limited partnerships managed by Baupost entered into an undertaking (the “Undertaking”) with Acorda pursuant to which they irrevocably undertook to (i) accept the Tender Offer, (ii) deliver evidence of such acceptance to Acorda within 10 business days of the beginning of the acceptance period of the Tender Offer and (iii) not exercise voting rights pertaining to any outstanding shares, ADSs or shares subscribed based on warrants in favor of a transaction competitive with the Transaction subject to certain exceptions set forth in the Undertaking. The Undertaking will terminate upon the first to occur of the following: (a) the board of directors of the Issuer fails to recommend that the holders of outstanding shares, ADSs and warrants accept the Tender Offer, or modifies or withdraws such recommendation; (b) the Tender Offer is completed and settled; (c) Acorda announces publicly that it will not complete the Tender Offer; (d) the Combination Agreement is terminated; (e) any amendment is made to the Tender Offer that reduces the offer consideration or otherwise materially changes the terms and conditions of the Tender Offer in a manner adverse to such partnerships; or (f) the Tender Offer, having been launched or published, fails to be completed by June 19, 2016. The foregoing description of the Undertaking does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Undertaking, which is attached as Exhibit C hereto. |
| | (a) | Not applicable. |
| | (b) | Not applicable. |
| | (c) | Not applicable. |
| | (d) | Not applicable. |
| | (e) | Not applicable. |
| | (f) | Not applicable. |
| | (g) | Not applicable. |
| | (h) | Not applicable. |
| | (i) | Not applicable. |
| | (j) | Not applicable. |
| Item 5. | Interest in Securities of the Issuer |
| | (a) | The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated by reference herein. |
| | (b) | The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated by reference herein. |
| | (c) | The information set forth in response to Item 3 is incorporated by reference herein. The Reporting Persons have not engaged in transactions in the Common Stock or securities related to the Common Stock in the last 60 days. |
| | | Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
| | | Not applicable. | Not applicable. | Not applicable. |
| | |
| | (d) | No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above. |
| | (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| | | The descriptions of the Combination Agreement and the Undertaking set forth in Item 4 above are incorporated herein by reference. There are otherwise no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons, or between such persons and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
| Item 7. | Material to Be Filed as Exhibits |
| | | Exhibit No.
A Joint Filing Agreement, dated as of January 20, 2016 by and among Baupost, SAK and Mr. Klarman B Combination Agreement, dated January 19, 2016, between Acorda Therapeutics, Inc. and Biotie Therapies Corp. (incorporated by reference from Exhibit 99.1 to Biotie Therapies Corp.’s Report on Form 6-K filed with the SEC on January 19, 2016). C Undertaking, dated January 19, 2016, between Acorda Therapeutics and certain private investment limited partnerships managed by Baupost. |
Page 6 of 6 SEC Filing
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true,
complete and correct.
| The Baupost Group, L.L.C. | |||
| January 20, 2016 | By: | /s/ Seth A. Klarman | |
| Chief Executive Officer and President | |||
| SAK Corporation | |||
| January 20, 2016 | By: | /s/ Seth A. Klarman | |
| President | |||
| Seth A. Klarman | |||
| January 20, 2016 | By: | /s/ Seth A. Klarman | |
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
