acor-defa14a_20200731.htm

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***Text of communication sent to certain Acorda Therapeutics, Inc. shareholders***

We have been trying to reach you regarding the proposals to be voted on at the Special Meeting, which are of vital importance to the future of your investment. The accompanying letter details the risk of bankruptcy should Proposal 1 not be approved.

If you have not yet voted—or possibly voted Against—please call Innisfree, the firm assisting us, to vote your shares today or for more information about the upcoming stockholder meeting:

***Text of communication sent to certain Acorda Therapeutics, Inc. shareholders***

On Friday, July 31, Acorda will hold a special meeting of shareholders to vote on proposals of vital importance to Acorda. However, the first proposal is especially critical to Acorda’s future. Without shareholder approval of an increase in our authorized common shares, we will not have enough shares for our outstanding convertible debt. This could force us into bankruptcy.

This proposal would approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized, potentially issuable shares of common stock from 80,000,000 to 370,000,000.

We know that this would be a significant increase in additional shares, were they all to be issued. However, the alternative could be much worse.

The vast majority of the additional shares are needed for interest on and potential conversions of the company’s $207 million of 2024 convertible debt, as well as the potential restructuring or refinancing of the Company’s remaining $69 million of 2021 convertible debt. If the proposal is not approved, we would be forced to use cash to make the interest payments and to pay for conversions of the 2024 debt, and we would lack shares needed to restructure or refinance the debt that is due in 2021. Again, these circumstances could force us into bankruptcy, which we believe would be a much worse outcome for shareholders.

I am grateful for the support of all of our shareholders. Acorda Therapeutics has been through a challenging couple of years. However, our leadership team and board are united in believing that we are on a path to driving value for our shareholders, the patients we serve, and our associates. Your support on Proposal 1 is needed to help ensure that we have the runway to do so.

I strongly urge you to vote “For” all of the proposals up for a vote at the special stockholders meeting. The two leading proxy advisory services in the country, ISS and Glass Lewis, have also recommended that our shareholders vote “For” on these proposals. Instructions on how to vote are in the attached email.

If you have questions or would like to discuss this in more depth, I invite you to contact Tierney Saccavino, Acorda’s Executive Vice President of Corporate Communications, at tsaccavino@acorda.com.