Vanda Pharmaceuticals Confirms Receipt Of Unsolicited $8.00 Per Share Acquisition Proposal From Cycle Group, Board Declares It Not In Best Interests Of Company Or Stockholders

Board Has Determined That Latest Proposal Is Not in the Best Interests of the Company or Stockholders

WASHINGTON, Oct. 14, 2024 /PRNewswire/ -- Vanda Pharmaceuticals Inc. ("Vanda" or the "Company") (NASDAQ:VNDA) today confirmed that it received a second unsolicited, non-binding proposal from Cycle Group Holdings Ltd. ("Cycle Group") to acquire the Company for $8.00 per share in cash.

Cycle Group's second proposal was received by Vanda on September 23, 2024. The terms of Cycle Group's proposal are economically identical to the previously evaluated and rejected indication of interest received from Cycle Group on May 24, 2024. Consistent with its fiduciary duties and in consultation with its independent legal and financial advisors, Vanda's Board of Directors carefully reviewed the second proposal and unanimously determined that it substantially undervalues Vanda and is not in the best interests of the Company and its stockholders. Accordingly, the Board has determined not to pursue the proposal.

The Vanda Board again evaluated all aspects of Vanda's business and compared Vanda's prospects for creating stockholder value to the unsolicited proposal. The Board concluded that the latest proposal from Cycle Group is another opportunistic attempt to purchase the Company's shares at a discount to Vanda's intrinsic value. As part of this process, the Board updated its analysis of the Company's clinical development pipeline, expanding commercial presence and significant cash balance.

The Board and management team remain confident that Vanda's growth profile, strong cash position and efficient operations position the Company well for significant long-term value creation far in excess of the consideration offered by Cycle Group.

There is no action for stockholders to take at this time.