REG - Alliance Pharma PLC - Cancellation of Trading

Alliance PharmaAnnouncement

Today 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250515:nRSO7061Ia&default-theme=true

RNS Number : 7061I  Alliance Pharma PLC  15 May 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

15 May 2025

RECOMMENDED ACQUISITION

OF

ALLIANCE PHARMA PLC

BY

AEGROS BIDCO LIMITED

(a newly incorporated company indirectly owned by DBAY Affiliates and the ERES
IV Fund)

being implemented by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006

 

CANCELLATION OF TRADING

 

Further to the announcement made by Alliance Pharma plc ("Alliance") and
Aegros Bidco Limited ("Bidco") of the Scheme becoming Effective on 14 May
2025, Alliance and Bidco today announce that, following an application made on
behalf of Alliance, all shares in Alliance have been cancelled from trading on
AIM with effect from 7:00 a.m. today, 15 May 2025.

Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the scheme document
published on 31 January 2025 (the "Scheme Document"), as modified by the terms
of the final increased recommended cash offer (the "Final Increased Cash
Offer") set out in the announcement dated 10 March 2025.

Enquiries:

 Alliance                                                                      +44 (0) 1249 705168
 Cora McCallum, Head of Investor Relations & Corporate Communications

 Deutsche Numis (Financial Adviser, Nominated Adviser and Broker to Alliance)  +44 (0) 20 7260 1000
 Freddie Barnfield
 Stuart Ord
 Duncan Monteith

 Evercore (Financial Adviser to Alliance)                                               +44 (0) 20 7653 6000
 Julian Oakley
 Julien Baril
 Chris Whittaker

 Burson Buchanan (PR Adviser to Alliance)                                      + 44 (0) 20 7466 5000
 Mark Court                                                                    alliancepharma@buchanan.uk.com
 Sophie Wills

 Bidco/DBAY                                                                    +44 (0) 1624 602130
 Samuel Tresidder
 Michael Haxby

 Investec Bank plc (Financial Adviser to Bidco and DBAY)                       +44 (0) 20 7597 5197
 Gary Clarence
 Harry Hargreaves

 Temple Bar Advisory (PR Adviser to DBAY and Bidco)
 Alex Child-Villiers - alexcv@templebaradvisory.com                            +44 (0) 7795 425 580
 Alistair de Kare-Silver - alistairdks@templebaradvisory.com                   +44 (0) 7827 960 151
 Sam Livingstone - saml@templebaradvisory.com                                  +44 (0) 7769 655 437

Slaughter and May is acting as legal adviser to Alliance in connection with
the Acquisition.

Travers Smith LLP is acting as legal adviser to DBAY and Bidco in connection
with the Acquisition.

Important notices relating to financial advisers

Numis Securities Limited (trading for these purposes as Deutsche Numis)
("Deutsche Numis"), which is authorised and regulated in the United Kingdom by
the UK Financial Conduct Authority ("FCA"), is acting exclusively as financial
adviser, nominated adviser and broker for Alliance and no one else in
connection with the matters described in this Announcement and will not regard
any other person as its client in relation to the matters in this Announcement
and will not be responsible to anyone other than Alliance for providing the
protections afforded to clients of Deutsche Numis, or for providing advice in
connection with the matters referred to herein. Neither Deutsche Numis nor any
of its group undertakings or affiliates (nor any of its or their respective
directors, officers, employees, or agents) owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Deutsche Numis in connection with this Announcement or any matter referred to
herein. No representation or warranty, express or implied, is made by Deutsche
Numis as to the contents of this Announcement.

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively as financial
adviser to Alliance and for no one else in connection with the matters
described in this Announcement and will not be responsible to anyone other
than Alliance for providing the protections afforded to clients of Evercore
nor for providing advice in relation to the Acquisition, the contents of this
Announcement or any other matters referred to in this Announcement. Neither
Evercore nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Evercore in connection with this Announcement, any statement
contained herein, any offer or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by the Financial
Services and Markets Act 2000 and successor legislation, or the regulatory
regime established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Evercore nor any of its
affiliates accepts any responsibility or liability whatsoever for the contents
of this Announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the contents of this
Announcement, including its accuracy, completeness or verification of any
other statement made or purported to be made by it, or on its behalf, in
connection with the Acquisition or the matters described in this Announcement.
To the fullest extent permitted by applicable law, Evercore and its affiliates
accordingly disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which they might
otherwise have in respect of this Announcement or any statement contained
herein.

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by
the Prudential Regulation Authority ("PRA") and regulated in the United
Kingdom by the FCA and the PRA, is acting exclusively as financial adviser to
Bidco and DBAY and for no one else in connection with the matters described in
this Announcement and will not be responsible to anyone other than Bidco and
DBAY for providing the protections afforded to clients of Investec nor for
providing advice in relation to the Acquisition, the contents of this
Announcement or any other matters referred to in this Announcement. Neither
Investec nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Investec in connection with this Announcement, any statement
contained herein or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Investec by the Financial
Services and Markets Act 2000, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction where exclusion
of liability under the relevant regulatory regime would be illegal, void or
unenforceable, neither Investec nor any of its subsidiaries, branches or
affiliates accepts any responsibility or liability whatsoever for the contents
of this Announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the contents of this
Announcement, including its accuracy, completeness or verification of any
other statement made or purported to be made by it, or on its behalf, in
connection with the Acquisition or the matters described in this Announcement.
To the fullest extent permitted by applicable law, Investec, its subsidiaries,
branches and its affiliates accordingly disclaim all and any responsibility or
liability whether arising in tort, contract or otherwise (save as referred to
above in this paragraph) which they might otherwise have in respect of this
Announcement, or any statement contained herein.

Further information

This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or inducement to sell or an
invitation or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities or a solicitation
of an offer to buy any securities, any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise, nor shall there be any purchase,
sale, issuance, transfer or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful. The Acquisition will be made solely by means of the Scheme Document,
which, together with the Forms of Proxy and Form of Election, will contain the
full terms and Conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any decision in respect of, or other response
to, the Acquisition should be made only on the basis of the information in the
Scheme Document.

This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
the laws of England and Wales, the AIM Rules and the Takeover Code, and
information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws
of jurisdictions outside England and Wales. Nothing in this Announcement
should be relied on for any other purpose.

This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

Overseas jurisdictions

This Announcement has been prepared in accordance with and for the purposes of
complying with the laws of England and Wales, the Takeover Code, the AIM
Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in accordance
with the laws of jurisdictions outside England and Wales.

The release, publication or distribution of this Announcement in, into or from
certain jurisdictions other than the United Kingdom may be restricted by law
and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements. Any failure to comply with any
such restrictions may constitute a violation of the securities laws of any
such jurisdiction. Further details in relation to the Overseas Shareholders is
contained in paragraph 19 of Part II (Explanatory Statement) of the Scheme
Document. To the fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or liability
for the violation of such restrictions by any person.

The availability of the Acquisition to Scheme Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements. In particular, the ability of persons who are not resident in
the United Kingdom to vote their Scheme Shares with respect to the Scheme at
the Court Meeting, or to execute and deliver Forms of Proxy appointing another
to vote at the Court Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located. To the fullest extent
permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition shall not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means, instrumentality or
from within a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction. Accordingly,
copies of this Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction, and
persons receiving such documents (including custodians, nominees and trustees)
must not mail or otherwise distribute or send them in, into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition.

Where Bidco believes that an election for the Alternative Offer by any Scheme
Shareholder may infringe applicable legal or regulatory requirements, or may
result in a requirement for a registration under the securities laws of any
Restricted Jurisdiction, Bidco will have the right to deem that such Scheme
Shareholder has not validly elected for the Alternative Offer and such Scheme
Shareholder will instead receive the Final Increased Cash Offer in respect of
the Scheme Shares which were subject to such an election in accordance with
the terms of the Acquisition.

The Acquisition shall be subject to English law and the jurisdiction of the
Court and, among other things, the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange (including pursuant to the AIM
Rules) and the Registrar of Companies.

Additional information for US investors in Alliance

The Acquisition relates to the shares of an English company with a listing on
AIM and is to be effected by means of a scheme of arrangement under the laws
of England and Wales. A transaction effected by means of a scheme of
arrangement is not subject to the proxy solicitation rules nor the tender
offer rules under the US Securities Exchange Act of 1934, as amended (the "US
Exchange Act"), and is exempt from the registration requirements of the US
Securities Act of 1933, as amended (the "US Securities Act"). Accordingly, the
Acquisition is subject to the disclosure requirements of and practices
applicable in the United Kingdom to schemes of arrangement, which differ from
the disclosure and other requirements applicable to the US tender offer and
proxy solicitation rules. Neither the United States Securities and Exchange
Commission nor any securities commission of any state of the United States has
approved or disapproved the Acquisition, passed upon the merits or fairness of
the Acquisition or passed any opinion upon the accuracy, adequacy or
completeness of this Announcement. Any representation to the contrary may be a
criminal offence in the United States.

Alliance's financial statements, and all financial information included in
this Announcement, the Scheme Document,  or any other documents relating to
the Acquisition, have been or will have been prepared in accordance with
UK-adopted international accounting standards and thus may not be comparable
to financial statements of companies in the United States or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States or companies whose financial
statements are prepared in accordance with IFRS in the United States.

If the Acquisition is carried out under the Scheme, it is expected that any
Rollover Shares issued pursuant to the Acquisition would be issued in reliance
upon the exemption from the registration requirements under the US Securities
Act provided by Section 3(a)(10) thereof and would not be registered under the
US Securities Act. Securities issued pursuant to the Scheme will not be
registered under any laws of any state, district or other jurisdiction of the
United States, and may only be issued to persons resident in such state,
district or other jurisdiction pursuant to an exemption from the registration
requirements of such laws.

It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws in connection with the Acquisition or to
enforce against them a judgment of a US court predicated upon the securities
laws of the United Kingdom, since Bidco and Alliance are located in countries
other than the United States, and some or all of their officers and directors
may be residents of countries other than the United States. US holders may not
be able to sue a non-US company or its officers or directors in a non-US court
for violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
jurisdiction or judgement.

In accordance with normal UK practice and consistent with Rule 14e-5(b) of the
US Exchange Act, (to the extent applicable) Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Alliance outside of the
United States, other than pursuant to the Acquisition, until the date on which
the Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be made, they
would occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law, including
the US Exchange Act. Any information about such purchases or arrangements to
purchase will be disclosed as required in the United Kingdom, will be reported
to a Regulatory Information Service and will be available on the London Stock
Exchange website at https://www.londonstockexchange.com.

The receipt of cash and/or consideration due under the Alternative Offer
pursuant to the Acquisition by a US holder of Scheme Shares as consideration
for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable
transaction for US federal income tax purposes and under applicable US state
and local, as well as foreign and other, tax laws. Each US Scheme Shareholder
is urged to consult their independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to them.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco, DBAY, the ERES IV Fund, Alliance, any member
of the Wider Bidco Group or any member of the Wider Alliance Group may contain
statements which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations, assumptions and
projections of the management of Alliance and/or Bidco (as the case may be)
about future events, and are therefore subject to risks and uncertainties
which could cause actual results, performance and events to differ materially
from the future results, performance and events expressed or implied by those
statements.

The forward-looking statements contained in this Announcement include
statements relating to the expected effects of the Acquisition on Bidco, DBAY,
the ERES IV Fund, Alliance, any member of the Wider Bidco Group or any member
of the Wider Alliance Group (including their future prospects, developments
and strategies), the expected timing and scope of the Acquisition and other
statements other than historical facts. In some cases, these forward-looking
statements can be identified by the fact that they do not relate only to
historical or current facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as "target",
"prepares", "plans", "expects" or "does not expect", "aim", "hope",
"continue", "is expected", "is subject to", "budget", "projects", "synergy",
"strategy", "scheduled", "goal", "estimates", "forecasts", "intends",
"cost-saving", "anticipates" or "does not anticipate", or "believes", or other
words of similar meaning variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward-looking statements
may include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and
growth of Bidco's, DBAY's, the ERES IV Fund's, Alliance's, any member of the
Wider Bidco Group's or any member of the Wider Alliance Group's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and governmental regulation on Bidco's, DBAY's, the
ERES IV Fund's, Alliance's, any member of the Wider Bidco Group's or any
member of the Wider Alliance Group's business.

Although Bidco and/or Alliance and/or DBAY and/or the ERES IV Fund believe
that the expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to be
correct and you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions; changes in the global
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or disposals; changes in general
economic and business conditions; changes in the behaviour of other market
participants; the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market conditions in
the countries in which Bidco, DBAY, the ERES IV Fund, Alliance, the Wider
Bidco Group and the Wider Alliance Group operate; weak, volatile or illiquid
capital and/or credit markets; changes in the degree of competition in the
geographic and business areas in which Bidco, DBAY, the ERES IV Fund,
Alliance, the Wider Bidco Group and the Wider Alliance Group operate; and
changes in laws or in supervisory expectations or requirements. Other unknown
or unpredictable factors could cause actual results to differ materially from
those expected, estimated or projected in the forward-looking statements. If
any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.

None of Bidco, DBAY, the ERES IV Fund, Alliance, the Wider Bidco Group, the
Wider Alliance Group, and any of their respective associates or directors,
officers or advisers, provide any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur. Given these risks and
uncertainties, potential investors are cautioned not to place any reliance on
these forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated.

None of Bidco, DBAY, the ERES IV Fund, Alliance, the Wider Bidco Group and the
Wider Alliance Group assumes any obligation, and each such person expressly
disclaims any intention or obligation, to update, correct or revise any
information contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by applicable
law.

Time

All times shown in this Announcement are London times, unless otherwise
stated.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
and the documents required to be published pursuant to Rule 26.1 of the
Takeover Code will be made available free of charge, subject to any applicable
restrictions relating to persons resident in Restricted Jurisdictions on
Alliance's website at www.alliancepharmaceuticals.com/investors and on Bidco's
website at https://www.dbayadvisors.com by no later than 12:00 p.m. on the
first Business Day following the date of publication of this Announcement. For
the avoidance of doubt, save as expressly referred to in this Announcement,
neither the contents of Alliance's website and Bidco's website nor any website
accessible from hyperlinks are incorporated into, or form part of, this
Announcement.

Right to receive documents in hard copy form

In accordance with Rule 30.3 of the Takeover Code, Alliance Shareholders,
persons with information rights and participants in Alliance Share Plans may
request a hard copy of this Announcement by (i) contacting Alliance's
registrars, MUFG Corporate Markets, between 9:00 a.m. to 5:30 p.m. Monday to
Friday (except public holidays in England and Wales) on 0371 664 0300 if
calling from the United Kingdom, or +44 (0) 371 664 0300 if calling from
outside the United Kingdom, (ii) submitting a request in writing to MUFG
Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
United Kingdom, or by (iii) emailing MUFG Corporate markets
at shareholderenquiries@cm.mpms.mufg.com. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Please note that MUFG
Corporate Markets cannot provide any financial, legal or tax advice and calls
may be recorded and monitored for security and training purposes. For persons
who receive a copy of this Announcement in electronic form or via a website
notification, a hard copy of this Announcement will not be sent unless so
requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

General

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or other independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser if you are taking advice in a
territory outside the United Kingdom.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FURPKQBQPBKDNPD