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. 7)

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. 7 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.
Today, Biotie issued a press release relating to the commencement of a compulsory redemption proceeding for the remaining Biotie Shares, which is attached hereto as Exhibit (a)(5)(F).
Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

(a)(5)(F)	  	Press release dated April 20, 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 20, 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)(O)	  	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. †	
		
(a)(5)(F)	  	Press release dated April 20, 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.	
 
4

Exhibit (a)(5)(F)

BIOTIE THERAPIES CORP.    	  	STOCK EXCHANGE RELEASE    20 April 2016, at 4.50 p.m. (EET)	
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.
ACORDA THERAPEUTICS TO COMMENCE A COMPULSORY REDEMPTION PROCEEDING IN RESPECT OF THE REMAINING BIOTIE THERAPIES CORP. SHARES
Acorda Therapeutics, Inc. (Nasdaq: ACOR) (“ Acorda ”) has on 11 April 2016 announced that it will complete the tender offer to purchase all of the issued and outstanding shares, American Depositary Shares, stock options, share units and warrants in Biotie Therapies Corp (Nasdaq Helsinki: BTH1V; Nasdaq: BITI) (“ Biotie ” or the “ Company ”) that are not owned by Biotie or any of its subsidiaries.
Title to 92,36 percent of all the shares and votes in Biotie, excluding the treasury shares held by Biotie, has now transferred to Acorda in accordance with the terms and conditions of the tender offer. As a result, Acorda has today informed Biotie that the redemption right and obligation under the Finnish Limited Liability Companies Act in respect of the Biotie shares held by the minority shareholders has arisen.
According to Acorda, it will initiate arbitral proceedings as provided in the Finnish Limited Liability Companies Act to effectuate the redemption of the Biotie shares held by minority shareholders. In such redemption proceeding, the redemption price for the shares is EUR 0.2946 per Share, which is the same price as the consideration paid by Acorda in the tender offer.
Turku, 20 April 2016
Biotie Therapies Corp.
Timo Veromaa
President and CEO
For further information, please contact:
Virve Nurmi, Biotie Therapies Corp.
tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com
DISTRIBUTION:
www.biotie.com
Nasdaq Helsinki Ltd
Main Media
INFORMATION REGARDING BIOTIE
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 marketed across Europe by partner Lundbeck. 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.
INFORMATION REGARDING ACORDA
Founded in 1995, Acorda is a biotechnology company focused on developing therapies that improve the lives of people with neurological disorders, with its common stock listed on Nasdaq US.
Acorda has an industry leading pipeline of novel neurological therapies addressing a range of disorders, including multiple sclerosis, Parkinson’s disease, post-stroke walking deficits, epilepsy and migraine. Acorda markets three FDA-approved therapies, including AMPYRA (dalfampridine) Extended Release Tablets, 10 mg.
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 filed by Biotie with the United States Securities and Exchange Commission (the “ SEC ”), because they 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 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, Acorda files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Acorda 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. Acorda’s 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 IS NOT AND 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 approved by the Finnish Financial Supervisory Authority and related materials.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this announcement are forward-looking statements, including statements regarding the expected consummation of the acquisition, which involves a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition, such as the possibility that the transaction will not be completed and other risks and uncertainties discussed in the Tender Offer documents filed by Acorda and the solicitation/recommendation statement filed by the Company. These statements are based on current expectations, assumptions, estimates and projections, and involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, performance or achievements to be materially different from any future statements. These statements are generally identified by words or phrases such as “believe”, “anticipate”, “expect”, “intend”, “plan”, “will”, “may”, “should”, “estimate”, “predict”, “potential”, “continue” or the negative of such terms or other similar expressions. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the expected results and/or timing discussed in the forward-looking statements, and you should not place undue reliance on these statements. Acorda and the Company disclaim any intent or obligation to update any forward-looking statements as a result of developments occurring after the period covered by this announcement or otherwise.