UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 6)

BIOTIE THERAPIES OYJ
(Name of Subject Company (issuer))
ACORDA THERAPEUTICS, INC.
(Name of Filing Person (Offeror))
Ordinary shares, no nominal value (“Ordinary Shares”)
American Depositary Shares (“ADSs”), each representing 80 ordinary shares, no nominal value
Option rights issued under the December 6, 2011 option plan (“2011 Option Rights”)
Option rights issued under the January 2, 2014 option plan (“2014 Option Rights”)
Option rights issued under the January 4, 2016 option plan (“2016 Option Rights”)
Share units issued under the December 6, 2011 equity incentive plan (“2011 Share Rights”)
Share units under the January 2, 2014 equity incentive plan (“2014 Share Rights”)
Option rights awards under the Swiss option plan dated June 18, 2008 (“Swiss Option Rights”)
Warrants issued on May 28, 2015 (“Warrants”)
(Title of Class of Securities)
FI0009011571 (Ordinary Shares)
09074D103 (ADSs)
None (2011 Option Rights)
None (2014 Option Rights)
None (2016 Option Rights)
None (2011 Share Rights)
None (2014 Share Rights)
None (Swiss Option Rights)
None (Warrants)
(CUSIP Number of Class of Securities)
Jane Wasman
President, International, General Counsel and Corporate Secretary
Acorda Therapeutics, Inc.
420 Saw Mill River Road
Ardsley, NY 10502
(914) 347-4300
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copy to:
Daniel Wolf, P.C.
Kirkland & Ellis LLP
601 Lexington Ave
New York, NY 10022
(212) 446-4884

CALCULATION OF FILING FEE

Transaction valuation(1)	 	Amount of filing fee(2)	
$367,900,597.37	 	$37,047.59	
 	
(1)	Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of all issued and outstanding equity securities of Biotie Therapies Oyj for the following amounts: €0.2946 per Share for 980,921,795 Shares (including Shares represented by ADSs), €0.2946  minus  the applicable subscription price for each 2011 Option Right, 2014 Option Right, 2016 Option Right, 2011 Share Right and 2014 Share Right, and €0.1664 per Warrant for 220,400,001 Warrants. The transaction valuation was calculated in euros and converted into U.S. dollars using the euro to U.S. dollar exchange rate of $1.101 per €1 as of March 4, 2016, as published by the Federal Reserve Bank.	
(2)	The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934 (the “ Exchange Act ”), as amended, and Fee Rate Advisory #1 for fiscal year 2016, issued August 27, 2015, by multiplying the transaction value by 0.0001007.	
 
x  	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.	

Amount Previously Paid: $37,047.59	    	Filing Party: Acorda Therapeutics, Inc.	
Form or Registration No.: Schedule TO-T	    	Date Filed: March 11, 2016	
 
¨  	Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.	
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
 	x  	third-party tender offer subject to Rule 14d-1.	
 	¨  	issuer tender offer subject to Rule 13e-4.	
 	¨  	going-private transaction subject to Rule 13e-3.	
 	¨  	amendment to Schedule 13D under Rule 13d-2.	
Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
 
 	¨  	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	
 	¨  	Rule 14d-1(d) (Cross-Border Third Party Tender Offer)	

 

This Amendment No. 6 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, the “ Schedule TO ”) filed by Acorda Therapeutics, Inc., a Delaware corporation (“ Acorda ” or the “ Offeror ”), on March 11, 2016. The Schedule TO relates to the tender offer for all of the issued and outstanding ordinary shares, no nominal value (the “ Shares ”), all of the outstanding American Depositary Shares, each representing 80 Shares (the “ ADSs ”), all of the outstanding Option Rights (as defined below), all of the outstanding Share Rights (as defined below) and all of the outstanding warrants issued on May 28, 2015 (the “ Warrants ”) (the outstanding Shares, ADSs, Option Rights, Share Rights and Warrants, collectively, the “ Equity Interests ”) in Biotie Therapies Oyj, a public limited liability company organized under the laws of Finland (“ Biotie ” or the “ Company ”), that are not held by the Company or its subsidiaries (the “ Tender Offer ”). “ Option Rights ” means, collectively, option rights granted under the option plan resolved upon by the board of directors of the Company (the “ Board of Directors ”) on December 6, 2011 by virtue of an authorization granted by the annual general meeting of the Company held on May 6, 2011 (the “ 2011 Option Rights ”), option rights granted under the option plan resolved upon by the Board of Directors of the Company on January 2, 2014 by virtue of an authorization granted by the annual general meeting of the Company held on April 4, 2013 (the “ 2014 Option Rights ”), option rights granted under the option plan resolved upon by the Board of Directors of the Company on January 4, 2016 by virtue of an authorization granted by the annual general meeting of the Company held on May 26, 2015 (the “ 2016 Option Rights ”) and option rights granted under the Swiss option plan dated June 17, 2008 (the “ Swiss Option Rights ”). “ Share Rights ” means, collectively, share units under the equity incentive plan resolved upon by the Board of Directors of the Company on December 6, 2011 by virtue of an authorization granted by the annual general meeting of the Company held on May 6, 2011 (the “ 2011 Share Rights ”) and share units under the equity incentive plan resolved upon by the Board of Directors of the Company on January 2, 2014 by virtue of an authorization granted by the annual general meeting of the Company held on April 4, 2013 (the “ 2014 Share Rights ”).
The Tender Offer is being made pursuant to the offer to purchase (the “ Tender Offer Document ”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, the Letter of Transmittal for ADSs (the “ Letter of Transmittal ”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO, the Acceptance Form for Shares (including any instruction letter attached thereto), a copy of which is attached as Exhibit (a)(1)(C) to the Schedule TO, the Acceptance Form for Uncertificated Equity Instruments (including any instruction letter attached thereto), a copy of which is attached as Exhibit (a)(1)(D) to the Schedule TO, and the Acceptance Form for Certificated Equity Instruments (including any instruction letter attached thereto), the form of which is attached hereto as Exhibit (a)(1)(E) to the Schedule TO (such acceptance forms and attached instructions, the “ Acceptance Forms ”), in each case, together with any amendments or supplements thereto.
Acorda intends to send a letter to Biotie shareholders in connection with the subsequent offering period of the Tender Offer, an English translation of which is attached hereto as Exhibit (a)(1)(P). In addition, Acorda issued a press release relating to the closing of the purchase of the Equity Interests tendered during the initial acceptance period for the Tender Offer, which is attached hereto as Exhibit (a)(5)(E).
Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

(a)(1)(P)	  	English translation of Finnish letter to shareholders of Biotie who did not tender their Equity Interests during the initial acceptance period for the Tender Offer, to be first sent on April 19, 2016.	
		
(a)(5)(E)	  	Press release dated April 18, 2016.	

SIGNATURE
After due 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.

ACORDA THERAPEUTICS, INC.	
		
By	 	/s/ Michael Rogers	
Name:	 	Michael Rogers	
Title:	 	CFO	
		
Date:	 	April 18, 2016	

EXHIBIT INDEX

Exhibit
No.	  	 	
		
(a)(1)(A)	  	Tender Offer Document. †	
		
(a)(1)(B)	  	Letter of Transmittal for holders of ADSs, dated March 11, 2016 (including Internal Revenue Service Form W-9). †	
		
(a)(1)(C)	  	Form of Acceptance Form and Cover Letter for Shares. †	
		
(a)(1)(D)	  	Form of Acceptance Form and Cover Letter for Uncertificated Equity Instruments. †	
		
(a)(1)(E)	  	Form of Acceptance Form and Cover Letter for Certificated Equity Instruments. †	
		
(a)(1)(F)	  	Marketing Brochure for holders of Shares, dated March 11, 2016. †	
		
(a)(1)(G)	  	Letter from the CEO of Acorda to holders of Shares, dated March 11, 2016. †	
		
(a)(1)(H)	  	Instruction Letter for Account Operators, dated March 11, 2016. †	
		
(a)(1)(I)	  	Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees, dated March 11, 2016. †	
		
(a)(1)(J)	  	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees, dated March 11, 2016. †	
		
(a)(1)(K)	  	Summary Advertisement as published by the Wall Street Journal on March 11, 2016. †	
		
(a)(1)(L)	  	English translation of Finnish advertisements to be as published by Finnish daily newspapers, Aamulehti, Helsingin Sanomat and Turun Sanomat, on March 14 and March 15, 2016 and displayed on television screens in customer offices of Pohjola Bank plc. †	
		
(a)(1)(M)	  	Supplement No. 1 to the Tender Offer Document. †	
		
(a)(1)(N)	  	Supplement No. 2 to the Tender Offer Document. †	
		
(a)(1)(O)	  	English translation of Finnish advertisements to be displayed on television screens in customer offices of OP Pohjola Group branch offices and online. †	
		
(a)(1)(P)	  	English translation of Finnish letter to shareholders of Biotie who did not tender their Equity Interests during the initial acceptance period for the Tender Offer, to be first sent on April 19, 2016.	
		
(a)(5)(A)	  	Press release dated March 18, 2016. †	
		
(a)(5)(B)	  	Press release dated March 22, 2016. †	
		
(a)(5)(C)	  	Press release dated April 11, 2016. †	
		
(a)(5)(D)	  	Press release dated April 13, 2016. †	
		
(a)(5)(E)	  	Press release dated April 18, 2016.	
		
(b)	  	None.	
		
(d)(1)	  	Combination Agreement, dated as of January 19, 2016, between the Company and the Offeror (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by the Offeror on January 19, 2016).	
		
(d)(2)	  	Forms of Irrevocable Undertaking. †	

			
		
(d)(3)	  	Confidentiality Agreement, dated as of November 30, 2015, between the Company and the Offeror. †	
		
(g)	  	None.	
		
(h)	  	None.	
 
†	Previously filed.	
 
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Exhibit (a)(1)(P)

Dear Shareholder of Biotie Therapies,

Acorda Therapeutics Inc.’s public Tender Offer to purchase the shares and other securities of Biotie Therapies was approved within the actual offer period which expired on 8 April 2016 by holders of equity interests, who represent 93.77% of all Biotie shares and votes (on a fully diluted basis as defined in the terms and conditions of the tender offer). Thus, all the conditions to completion of the tender offer	
					
“We have carefully assessed the terms and conditions of the Offer and believe that it is an attractive offer to shareholders that recognizes the strategic value of Biotie.”
 
– William M. Burns, Chairman of the Board of Directors	  	have been satisfied and Acorda has completed the tender offer in accordance with its terms and conditions.
 
Acorda is now offering Biotie shareholders the possibility to accept the tender offer during a subsequent offer period. The subsequent offer period commenced on 14 April 2016 and will expire on 28 April 2016 at 4:00 p.m.
 
The price offered for each Share is EUR 0.2946 in cash, i.e. the same price that was offered during the actual Offer Period. The price represents a premium of approximately 95 per cent compared	
	  	to the closing price of the Biotie Shares on Nasdaq Helsinki on the last trading day on Nasdaq Helsinki preceding the announcement	  	Together, we will create an industry leading developer for the treatment of Parkinson’s disease	
of the tender offer and a premium of approximately 84 per cent compared to the 3 month volume-weighted average trading price on Nasdaq Helsinki prior to such announcement.	  		

You have not yet accepted the tender offer, so please check that you have received the tender offer acceptance form from your account operator. In the absence of the acceptance form, you may request it from the depository of your securities, the account operator of your share account or any branch office of the cooperative banks belonging to the OP Financial Group.	
 
Further information about the tender offer can be obtained by contacting any branch office or account operator of the OP Financial Group. You may also call OP Call Service at 0100-0500 for further information.	
Kind regards,

Ron Cohen, M.D.
President and CEO
Acorda Therapeutics, Inc.

About Acorda Therapeutics
Founded in 1995, Acorda is a biotechnology company focused on developing therapies that restore function and improve the lives of people with neurological disorders. Acorda is listed on NASDAQ US under the symbol “ACOR.” Acorda has an industry leading pipeline of novel neurological therapies addressing a range of disorders, including Parkinson’s disease, epilepsy, post-stroke walking deficits, migraine, and multiple sclerosis. Acorda markets three FDA-approved therapies, including AMPYRA® (dalfampridine) Extended Release Tablets, 10 mg (marketed outside the United States as FAMPYRA).

Exhibit (a)(5)(E)
ACORDA THERAPEUTICS, INC. PRESS RELEASE
18 April 2016 at 11:00 p.m. (EET) / 4:00 p.m. (New York Time)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
COMPLETION OF ACORDA THERAPEUTICS’ VOLUNTARY TENDER OFFER FOR ALL OF THE ISSUED AND OUTSTANDING SHARES, AMERICAN DEPOSITARY SHARES, STOCK OPTIONS, SHARE UNITS AND WARRANTS IN BIOTIE THERAPIES CORP. AND MATTERS RELATED THERETO.
On 11 March 2016, Acorda Therapeutics, Inc. (Nasdaq: ACOR) (“ Acorda ” or the “ Offeror ”) commenced a voluntary public tender offer to purchase all of the issued and outstanding shares (“ Shares ”), American Depositary Shares (“ ADSs ”), stock options (“ Option Rights ”), share units (“ Share Rights ”) and warrants (“ Warrants ”) (such securities, collectively, the “ Equity Interests ”) in Biotie Therapies Corp (Nasdaq Helsinki: BTH1V; Nasdaq: BITI) (“ Biotie ” or the “ Company ”) that are not owned by Biotie or any of its subsidiaries (the “ Tender Offer ”). The initial acceptance period for the Tender Offer (the “ Offer Period ”) expired on 8 April 2016.
Today, Acorda announced the closing of its purchase of the Equity Interests tendered during the Offer Period. In accordance with the terms and conditions of the Tender Offer, the offer consideration was paid to the holders of Equity Interests who had validly accepted the Tender Offer by 8 April 2016, with Equity Interests denominated in U.S. dollars paid based on the European Central Bank EUR/USD spot rate of 1.1396 as of the close of business on 12 April 2016.
In order to allow holders of Equity Interests who did not tender their Equity Interests by 8 April 2016 to accept the Tender Offer, as announced on 13 April 2016, the Offeror has commenced a subsequent offer period in accordance with the terms and conditions of the Tender Offer (the “ Subsequent Offer Period ”). The Subsequent Offer Period commenced at 9:30 a.m. (EET) / 2:30 a.m. (New York Time) on 14 April 2016 and will expire at 4:00 p.m. (EET) / 9:00 a.m. (New York Time) on 28 April 2016.
During the Subsequent Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedures described in the terms and conditions of the Tender Offer. The acceptance of the Tender Offer during the Subsequent Offer Period is binding and cannot be withdrawn. Further information and instructions can be obtained from any branch office of the cooperative banks belonging to the OP Financial Group or Helsinki OP Bank Ltd. or in Acorda’s prior press releases and public filings.
As previously disclosed, Acorda intends to commence subsequent compulsory redemption proceedings (the “ Subsequent Compulsory Redemption ”) to redeem the remaining outstanding Shares (including Shares represented by ADSs) in accordance with the Finnish Companies Act, following which time Biotie will become a wholly-owned subsidiary of Acorda. Upon completion of such Subsequent Compulsory Redemption, each holder of Shares will be entitled to payment for such Shares equal to the fair value of such Shares as determined by an arbitral tribunal. Although holders of ADSs will not participate directly in the Subsequent Compulsory Redemption, subject to the terms of the ADS deposit agreement and less any fees and expenses incurred under the ADS deposit agreement, holders of ADSs will be entitled to receive the value determined by the arbitral tribunal for each Share represented by their ADSs.

ADS holders may participate directly in the Subsequent Compulsory Redemption by withdrawing the shares represented by their ADSs from the ADS program in accordance with the terms of the ADS deposit agreement.
Following today’s purchase of Equity Interests tendered during the Offer Period, the ADSs may no longer meet the quantitative requirements for continued listing on the Nasdaq Global Select Market and Biotie’s shares and ADSs may become eligible for deregistration under the Securities Exchange Act of 1934, as amended. Acorda intends to apply for such deregistration and to delist the ADSs from the Nasdaq Global Select Market as soon as practicable once the requirements for termination of registration and delisting are met.
INDUCEMENT EQUITY AWARDS
In connection with the closing of our Biotie tender offer, to encourage certain employees of Biotie and its subsidiaries to remain with Biotie following the closing, and also to encourage certain expected new hires to join Biotie and/or one of its subsidiaries, on the tender offer closing date we granted (or in the case of new hires, expect to grant on the employment commencement date) an aggregate of approximately 367,000 of the following equity awards to up to 32 employees (including new hires): approximately 52,000 retention restricted stock awards, which will vest in installments of 20%, 30% and 50% on the first, second and third anniversaries of the grant date, respectively; approximately 270,000 of our standard new hire stock options that vest one fourth on the first anniversary of the grant date, and thereafter over three years in equal quarterly installments; and 45,000 of our standard new hire restricted stock awards that vest in equal installments on the first four anniversaries of the grant date. The foregoing equity awards have been or will be granted as “inducement awards” outside of our stockholder-approved 2015 Omnibus Incentive Compensation Plan consistent with applicable NASDAQ rules.
FURTHER INFORMATION
For further information, please contact:
Felicia Vonella, Investor Relations
Tel. + 1 914 326 5146, e-mail: fvonella@acorda.com
About Acorda Therapeutics
Founded in 1995, Acorda Therapeutics is a biotechnology company focused on developing therapies that restore function and improve the lives of people with neurological disorders.
Acorda has an industry leading pipeline of novel neurological therapies addressing a range of disorders, including Parkinson’s disease, epilepsy, post-stroke walking deficits, migraine, and multiple sclerosis. Acorda markets three FDA-approved therapies, including AMPYRA ® (dalfampridine) Extended Release Tablets, 10 mg.
For more information, please visit www.acorda.com.
About Biotie Therapies
Biotie is a biopharmaceutical company focused on products for neurodegenerative and psychiatric disorders. Biotie’s development has delivered Selincro (nalmefene) for alcohol dependence, which received European marketing authorization in 2013 and is currently being
 
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rolled out across Europe by partner H. Lundbeck A/S. The current development products include tozadenant for Parkinson’s disease, which is in Phase 3 development, and two additional compounds which are in Phase 2 development for cognitive disorders including Parkinson’s disease dementia, and primary sclerosing cholangitis (PSC), a rare fibrotic disease of the liver.
For more information, please visit www.biotie.com.
Forward-Looking Statements
This press release includes forward-looking statements. All statements, other than statements of historical facts, regarding management’s expectations, beliefs, goals, plans or prospects should be considered forward-looking. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including: the ability to realize the benefits anticipated from the Biotie and Civitas transactions, among other reasons because acquired development programs are generally subject to all the risks inherent in the drug development process and our knowledge of the risks specifically relevant to acquired programs generally improves over time; the ability to successfully integrate Biotie’s operations and Civitas’ operations, respectively, into our operations; we may need to raise additional funds to finance our expanded operations and may not be able to do so on acceptable terms; our ability to successfully market and sell Ampyra in the U.S.; third party payers (including governmental agencies) may not reimburse for the use of Ampyra or our other products at acceptable rates or at all and may impose restrictive prior authorization requirements that limit or block prescriptions; the risk of unfavorable results from future studies of Ampyra or from our other research and development programs, including CVT-301, Plumiaz, or any other acquired or in-licensed programs; we may not be able to complete development of, obtain regulatory approval for, or successfully market CVT-301, Plumiaz, any other products under development, or the products that we would acquire if we complete the Biotie transaction; the occurrence of adverse safety events with our products; delays in obtaining or failure to obtain and maintain regulatory approval of or to successfully market Fampyra outside of the U.S. and our dependence on our collaborator Biogen in connection therewith; competition; failure to protect our intellectual property, to defend against the intellectual property claims of others or to obtain third party intellectual property licenses needed for the commercialization of our products; and failure to comply with regulatory requirements could result in adverse action by regulatory agencies.
Additional Information
Investors and holders of Biotie equity securities are strongly advised to read the tender offer statement, including the offer to purchase, letter of transmittal, acceptance forms and other related tender offer documents and the related solicitation/recommendation statement on Schedule 14D-9 that have been filed by Biotie with the SEC, because contain important information. These documents are available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the Tender Offer Document and related documents may be obtained free of charge by directing a request to us at www.acorda.com or Office of the Corporate Secretary, 420 Saw Mill River Road, Ardsley, New York 10502.
In addition to the Schedule TO, we file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other
 
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information filed by us at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.
THE TENDER OFFER WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND AND THE UNITED STATES.
IN ADDITION, THE TENDER OFFER DOCUMENT, THE RELATED DOCUMENTS AND THIS RELEASE WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.
This release is for informational purposes only and does not constitute a tender offer document or an offer, solicitation of an offer or an invitation to a sales offer. Potential investors in Finland shall accept the Tender Offer only on the basis of the information provided in the tender offer document, as supplemented, approved by the Finnish Financial Supervisory Authority and related materials.
 
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