Neos Therapeutics Board of Directors Unanimously Rejects Unsolicited Proposal from PDL BioPharma

DALLAS and FORT WORTH, Texas, Oct. 30, 2017 /PRNewswire/ -- Neos Therapeutics, Inc. (Nasdaq: NEOS), a pharmaceutical company focused on developing, manufacturing and commercializing innovative extended-release (XR) products using its proprietary modified-release drug delivery and orally disintegrating tablet (ODT) technologies, today announced that its Board of Directors has unanimously rejected the October 26 unsolicited proposal from PDL BioPharma, Inc. (NASDAQ: PDLI) to acquire all of the outstanding shares of Neos for $10.25 per share in cash.

Neos noted that PDL's October proposal is identical in all material respects to proposals received in June, July and September from PDL, which were also reviewed and unanimously rejected by the Neos Board.

After a comprehensive review, conducted in consultation with its financial and legal advisors, the Neos Board affirmed its previous determinations that PDL's proposal undervalues Neos, does not reflect Neos' strategic value and future prospects for continued growth and value creation, and is not in the best interests of the Company or Neos shareholders.

Vipin K. Garg, Ph.D., President and CEO of Neos Therapeutics, said, "We are successfully executing the Company's strategy and believe we are well positioned to deliver enhanced value to Neos shareholders in both the near- and long-term. PDL's proposal is opportunistic and its interest underscores Neos' growth and value creation prospects as an independent company. We believe many of Neos' largest shareholders support this view. While the Board is confident in Neos' strategic direction, we are committed to serving the best interest of all Neos shareholders and remain open to considering all options to deliver on the Board and management's value creation objectives."

Following is the full text of the letter that was sent on October 30, 2017, to John P. McLaughlin, Chief Executive Officer of PDL BioPharma, Inc.:

John P. McLaughlin
Chief Executive Officer
PDL BioPharma, Inc.
932 Southwood Blvd.
Incline Village, NV 89451

Dear John:

The Board of Directors of Neos Therapeutics has carefully reviewed your October 26 proposal to acquire the Company for $10.25 per share in cash. After a thorough analysis, with assistance from our legal and financial advisors, the Neos Board unanimously determined that your proposal is not in the best interests of Neos and its shareholders.

We believe PDL's proposal is opportunistic and that your interest underscores Neos' growth and value creation prospects. As PDL acknowledged to us during prior discussions, Neos is well-positioned to take advantage of the current opportunities in the market and the future opportunities afforded by our proprietary extended-release drug delivery technology platform. Indeed, we believe Neos is poised for significant value creation in both the near and long-term. 

Neos' financial position is sound, and we do not need PDL's financial support to achieve our value creation objectives. Neos recently raised approximately $34.5 million through a public offering and had $78.6 million of cash, cash equivalents and short-term investments as of June 30, 2017, which we believe is sufficient to support Neos' operations until they are cash flow positive based on current business plans.

Accordingly, the Neos Board has unanimously determined to reject your proposal, and, at this time, we intend to devote our attention to other paths of value creation, including the continued execution of our strategic plan.

On behalf of the Neos Board of Directors,

/s/ Vipin Garg, Ph.D., Chief Executive Officer

Goodwin Procter LLP is serving as legal counsel to Neos, and Jefferies LLC is acting as financial advisor.

About Neos Therapeutics

Neos Therapeutics, Inc. (NASDAQ:NEOS) is a pharmaceutical company focused on developing, manufacturing and commercializing products utilizing its proprietary modified-release drug delivery technology platforms. Adzenys XR-ODT^® (amphetamine) extended-release orally disintegrating tablets (see Full Prescribing Information, including Boxed WARNING), Cotempla XR-ODT™ (methylphenidate) extended-release orally disintegrating tablets (see Full Prescribing Information, including Boxed WARNING), and Adzenys-ER™ (amphetamine) extended-release oral suspension (see Full Prescribing Information, including Boxed WARNING), all for the treatment of ADHD, are the first three approved products using the Company's extended-release  technology platform. In addition, Neos manufactures and markets its generic version of the branded product Tussionex®¹, an extended-release oral suspension of hydrocodone and chlorpheniramine for the relief of cough and upper respiratory symptoms of a cold (see Full Prescribing Information, including Boxed WARNING). Additional information about Neos is available at www.neostx.com.

¹Tussionex^® is a registered trademark of the UCB Group of Companies.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These forward-looking statements reflect our current views about our expectations, strategy, plans, prospects or intentions, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, our ability to market and sell our product candidates and other risks set forth under the caption "Risk Factors" in our most recently filed Annual Report on Form 10-K as updated by our subsequently filed other SEC filings, including our Quarterly Report(s) on Form 10-Q. We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.

Contacts:

Media:
Barrett Golden and Andrew Squire
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

Investors:
Richard Eisenstadt
Chief Financial Officer
Neos Therapeutics
(972) 408-1389
reisenstadt@neostx.com

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SOURCE Neos Therapeutics, Inc.