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Arix Bioscience PLC (ARIX)
Update on the Scheme and Resignation of Directors
22-Jan-2024 / 07:00 GMT/BST
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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
IN, INTO OR FROM, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER
TO ACQUIRE, ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF
COLUMBIA) OR ANY OTHER JURISDICTION IN WHICH ANY OFFER, SOLICITATION OR
SALE OF SECURITIES WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NO
SECURITIES MAY BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. ANY PUBLIC
OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY
MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER (OR, IF
APPLICABLE, A SELLING SECURITY HOLDER) AND THAT WILL CONTAIN DETAILED
INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL
STATEMENTS. RTW BIOTECH OPPORTUNITIES LTD DOES NOT INTEND TO MAKE ANY
PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. NEITHER THIS
ANNOUNCEMENT NOR ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN
CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR
COMMITMENT WHATSOEVER.
FOR IMMEDIATE RELEASE
Legal Entity Identifier: 213800OVT3AHQCXNIX43
22 January 2024
RECOMMENDED ALL-SHARE ACQUISITION OF THE ASSETS OF
ARIX BIOSCIENCE PLC ("Arix")
BY
RTW BIOTECH OPPORTUNITIES LTD ("RTW Bio")
Update on the Scheme and Resignation of Directors
On 1 November 2023, the boards of RTW Bio and Arix announced (the
"Original Announcement") that they had agreed to the terms of a
recommended all-share acquisition of Arix's assets by RTW Bio, via a
subsidiary, to be effected through a scheme of reconstruction and the
voluntary winding-up of Arix under section 110 of the Insolvency Act 1986
(the "Scheme").
On 5 January 2024, Arix published a circular in relation to the Scheme
(the "Circular"), which contains, amongst other things, the full terms and
conditions of the Scheme, a letter from the Chairman of Arix, an expected
timetable of principal events, notice of the First General Meeting and
details of the actions to be taken by Shareholders entitled to vote at the
First General Meeting.
Arix announces that, on 15 January 2024, RTW OpCo received written
confirmation from the FCA confirming that it has approved the proposed
change of control of Arix following the Share Purchase. Accordingly, the
condition to the Scheme set out in paragraph 12.1(c) of Part IV of the
Circular has now been satisfied. The Share Purchase completed on 19
January 2024, pursuant to which RTW OpCo acquired 33,023,210 Shares from
Merton Acquisition HoldCo LLC, a wholly owned subsidiary of Acacia
Research Corporation (representing an approximately 25.5 per cent.
interest in the Company), for $57.1 million in cash (equivalent to £1.37
in cash per Share). 1 1
As set out in the Original Announcement, Maureen O'Connell and Isaac
Kohlberg have resigned from the Arix Board with effect upon the completion
of the Share Purchase.
Arix also notes the voting recommendations recently published by two
leading proxy advisor firms, in relation to the First General Meeting,
each of which recommend that Shareholders vote in favour of the Resolution
that has been proposed to, amongst other things, approve the Scheme.
Arix expects to publish the Shareholder circular, which will contain the
notice of the Second General Meeting, later this week. A further
announcement will be made in relation to this in due course.
Capitalised terms used but not defined in this announcement have the
meanings given to them in the Circular.
Enquiries:
+44 (0)20 7290 1050
Arix Bioscience plc
ir@Arixbioscience.com
Jefferies (Financial Adviser & Corporate Broker to +44 20 7029 8000
Arix)
Philip Yates
Simon Hardy
Shaam Vora
Powerscourt Group (PR & Communications adviser to +44 20 7250 1446
Arix)
Sarah MacLeod
Pete Lambie
Nick Johnson
Molly Ring
Important information
Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is
acting exclusively for Arix and no one else in connection with the matters
set out 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 Arix for providing the protections
afforded to clients of Jefferies nor for providing advice in relation to
any matter referred to in this announcement or any transaction or
arrangement referred to herein. Neither Jefferies nor any of its
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 Jefferies
in connection with this announcement, any statement contained herein, any
transaction or arrangement referred to herein, or otherwise.
Notice to US Shareholders in Arix
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities of 1933, as amended (the "Securities Act"), any state
securities laws or the securities laws of any other jurisdiction and may
not be offered or sold in the United States or to any "U.S. persons" (as
defined in Rule 902 under the Securities Act), except pursuant to an
applicable exemption from registration. No public offering of securities
is being made in the United States.
The Consideration Shares will be offered and sold for investment purposes
only in the United States or to U.S. Persons (as such terms are defined in
Rule 902 of Regulation S promulgated under the Securities Act) under the
exemption from registration provided by Section 4(a)(2) of the Securities
Act and/or Regulation D promulgated thereunder and in compliance with the
applicable securities laws of each state or other jurisdiction in which
the offering will be made. Each prospective investor that is within the
United States or that is a U.S. Person (as such term is defined in Rule
902 of Regulation S promulgated under the Securities Act) must be both (i)
an "accredited investor" as defined in Rule 501(a) of Regulation D of the
Securities Act and (ii) a (A) "qualified purchaser" as the term is defined
under Section 2(a)(51) of the U.S. Investment Company Act of 1940, as
amended (the "1940 Act"), and the rules and regulations promulgated
thereunder or (B) "knowledgeable employee" as such term is defined in Rule
3c-5(a)(4) promulgated under the 1940 Act. Consideration Shares will be
offered and sold outside of the United States to investors that are not
U.S. Persons in accordance with Regulation S under the Securities Act.
RTW Bio is not registered, and does not intend to be subject to
registration, as an investment company under the 1940 Act in reliance upon
one or more exclusions or exemptions from registration thereunder. U.S.
Shareholders of Arix will be requested to execute an investor letter
("AI/QP Investor Letter"). AI/QP Investor Letters will contain
representations and restrictions on transfer designed to assure that the
conditions of such exclusions or exemptions will be met. Investors in RTW
Bio will therefore not receive the protections afforded by the 1940 Act to
investors in a registered investment company. RTW Bio will not make a
public offering of the Consideration Shares to satisfy the exclusion from
registration as an investment company under the 1940 Act. If RTW Bio is
deemed to be an investment company and therefore is required to register
under the 1940 Act, such requirement could prohibit RTW Bio from operating
in its intended manner and could have a material adverse effect on RTW
Bio.
The Consideration Shares are subject to restrictions on transferability
and resale and may not be transferred or resold except as permitted under
the Securities Act, the 1940 Act and any applicable state and other
securities laws, pursuant to registration or an exclusion or exemption
therefrom. The transferability of the Consideration Shares will be further
restricted by the terms of the AI/QP Investor Letter, and any re-offer or
resale of any Consideration Shares in the United States or to U.S. Persons
may constitute a violation of U.S. law. U.S. Shareholders of Arix should
be aware that they may be required to bear the financial risks of any
investment in RTW Bio for an indefinite period of time. RTW Bio reserves
the right to refuse to accept any subscriptions, resales or other
transfers of Consideration Shares to U.S. Persons or to any person,
including on the basis that doing so would risk RTW Bio's loss of an
exclusion or exemption under U.S. securities laws (e.g., the Securities
Act and the 1940 Act). RTW Bio further reserves the right to require the
transfer or redemption of Consideration Shares held by any person for any
reason, including circumstances that may prejudice the tax status of RTW
Bio, may cause RTW Bio to be in violation of the Securities Act, the 1940
Act or any applicable state securities act or may cause RTW Bio to suffer
any pecuniary, fiscal or administrative disadvantage which may be unlawful
or detrimental to the interests or well-being of RTW Bio.
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 or independent financial adviser duly authorised under the
Financial Services and Markets Act 2000 (as amended) if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.
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2 1 Based on a USD:GBP FX rate of 0.7900 as at 17 January 2024.
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Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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ISIN: GB00BD045071
Category Code: MSCM
TIDM: ARIX
LEI Code: 213800OVT3AHQCXNIX43
OAM Categories: 3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 298669
EQS News ID: 1819439
End of Announcement EQS News Service
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