In accordance with the terms set forth in the Prospectus, dated August 7, 2015 (the “Prospectus”), relating to the exchange offer made by Cortendo plc to acquire any and all issued shares of Cortendo AB (publ), holders of Cortendo AB (publ) shares located in the United States who are “accredited investors” (as such term is defined in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act of 1933, as amended) will be offered an exchange through a private placement and non-accredited investors located in the United States will be offered cash instead of securities.
The Prospectus has been drawn up in accordance with Part 23 of the Irish Companies Act 2014, the Irish Prospectus Regulations, and the EU Prospectus Regulation. The Prospectus has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the “Prospectus Directive”), as amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010 (the “2010 PD Amendment Directive”). The Prospectus has been passported into Norway in accordance with Regulation 56 of the Irish Prospectus Regulations and section 7-9 of the Norwegian Securities Trading Act in order to permit a public offer of Cortendo plc shares in Norway as part of the exchange offer.
In relation to each EEA Member State which has implemented the Prospectus Directive other than Ireland and Norway (a “relevant member state”), no steps have been taken or will be taken to permit the offer to the public of Cortendo plc shares pursuant to the exchange offer in that relevant member state, except that offers of Cortendo plc shares may be made in a relevant member state at any time: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (ii) to fewer than 100, or, if the relevant member state has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors) as permitted by the Prospectus Directive; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Cortendo plc shares results in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a relevant member state and each person in a relevant member state who initially acquires any Cortendo plc shares or to whom any offer is made under the exchange offer will be deemed to have represented, acknowledged and agreed that they are within the scope of (i) to (iii) above.
The attached is a general guidance provided by the Swedish Tax Agency with respect to the exchange offer completed in September 2015, according to which Cortendo AB shares were acquired by Strongbridge Biopharma plc for payment in the form of newly issued shares in Strongbridge Biopharma plc. The guidance determines the disposal price for the shares in Cortendo AB, as well as the acquisition cost for the Cortendo Ireland shares, for Swedish tax purposes and is relevant to individuals and limited liability companies tax resident in Sweden. As stated in the exchange offer prospectus dated August 7th 2015, individual shareholders in Cortendo AB who accepted the exchange offer and thereby disposed of their Cortendo AB shares in exchange for Cortendo Ireland shares, may under certain circumstances be able to apply the Swedish tax rules on roll-over relief (Swe: framskjuten beskattning vid andelsbyten). Limited liability shareholders may have the possibility to claim a tax deferral (Swe. uppskovsgrundande andelsbyte) for any gain realized from the share for share exchange. In order for the rules on roll-over relief and tax deferral to apply it is, amongst other things, required that Strongbridge Biopharma plc owned more than 50% of the total voting power in Cortendo AB at the end of the calendar year when the disposal took place. On December 31st 2015, Strongbridge Biopharma plc held shares in Cortendo AB in such manner that this requirement was met. The attached guidance by the Tax Agency does not purport to be a comprehensive description of all tax consequences that may be relevant in relation to the exchange offer. The tax treatment of each individual shareholder depends on such shareholder’s particular circumstances. Each shareholder should therefore consult a tax advisor for information on the specific implications that may arise in its individual case, including the applicability and effect of foreign rules and tax treaties.