REG - RTW Biotech Opp. Arix Bioscience Plc - RTW Biotech to acquire Arix Bioscience's assets

Arix BioscienceAnnouncement

01/11/2023 07:15

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RNS Number : 0099S  RTW Biotech Opportunities Ltd  01 November 2023

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
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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
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UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION
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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 LIMITED 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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION (EU) NO 596/2014 AS AMENDED AND TRANSPOSED INTO UK LAW IN
ACCORDANCE WITH THE EUROPEAN (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

FOR IMMEDIATE RELEASE

 

Legal Entity Identifier: 549300Q7EXQQH6KF7Z84

 

1 November 2023

RTW Biotech Opportunities Ltd / Arix Bioscience PLC

RTW Biotech Opportunities Limited ("RTW Bio") to acquire Arix Bioscience plc's
("Arix") assets, unlocking value and accelerating growth for all shareholders

 

Highlights

·    Transaction delivers a scaled pro-forma RTW Bio with an expected
pro-forma net asset value ("NAV") of approximately $550 million, an increase
of 63 per cent

·    Enhanced RTW Bio profile provides increased liquidity potential, a
more efficient cost base, and re-rating opportunity

·    Arix shareholders to receive new RTW Bio shares at an implied premium
of approximately 46 per cent to Arix's pre-strategic review share price and
future upside potential from management by RTW Investments, LP's superior
capabilities, deal access, and life sciences investing platform

·    Expected to be immediately accretive to RTW Bio NAV per share at
completion

 

Transaction Summary

Proposed scheme of reconstruction

The boards of RTW Bio and Arix are pleased to announce they have 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"). The Scheme is conditional upon regulatory and Arix shareholder
approval.

The Scheme will combine the assets of Arix with RTW Bio, enhancing RTW Bio's
position as a leading UK-listed life sciences fund by adding significant
scale. Placing the assets of Arix under the management of RTW Investments, LP
("RTW"), a best-in-class life sciences investor, provides Arix shareholders
with superior access to investment opportunities and the capabilities to
deploy Arix's liquid assets rapidly. Shareholders in the combined entity will
be in a stronger position to benefit from potential future value creation
through NAV growth, improved secondary market liquidity, and re-rating uplift
of the pro-forma company.

Under the proposed terms of the Scheme, each eligible holder of ordinary
shares in Arix (an "Arix Share") at the Scheme record time will receive:

1.4633 new RTW Bio shares ("New RTW Bio Shares") in exchange for each Arix
Share

Based on the volume weighted average price of $1.1847 per issued share in the
capital of RTW Bio for the 30 days prior to 27 October 2023 and the proposed
terms of the Scheme, the exchange ratio values each Arix Share at £1.43.

The proposed terms of the Scheme represent a premium of approximately 46 per
cent to the closing price of 98 pence per Arix Share on 12 July 2023, the
business day immediately prior to the announcement by Arix confirming it was
undertaking a strategic review.

 

Acquisition of a 25.5 per cent interest in Arix from Arix's largest
shareholder

RTW BIO, via its subsidiary RTW Biotech Opportunities Operating Ltd ("RTW
OpCo"), today expects to enter into an agreement to acquire 33,023,210 Arix
shares from Arix's largest shareholder, Acacia Research Corporation
("Acacia"), representing an approximately 25.5 per cent interest in Arix (the
"Acacia Stake") for £1.43 in cash per Arix Share (the "Share Purchase"). The
Share Purchase is expected to complete in the first quarter of 2024, subject
to regulatory approval.

Immediately following completion of the Share Purchase and Scheme, the
eligible holders of ordinary shares in Arix ("Arix Shareholders"), excluding
the holders of the Acacia Stake, are expected to hold approximately 38.8 per
cent and existing RTW Bio shareholders are expected to hold approximately 61.2
per cent of the pro-forma company.

 

Background to and strategic rationale of the Scheme

Since the Arix announcement on 13 July 2023, the Arix Board has been
undertaking a strategic review. Having carefully considered all options
available, the independent and executive directors on the Board (the "Special
Committee"), in conjunction with its financial adviser, have determined that
the Scheme is the outcome that is in the best interests of Arix and its
shareholders as a whole. Accordingly, the Special Committee of directors
intend to unanimously recommend that Arix Shareholders vote in favour of the
Scheme at the Arix general meetings, as Arix directors Peregrine Moncreiffe
and Robert Lyne have irrevocably undertaken to do in respect of their own
holdings of Arix Shares, representing approximately 0.6 per cent of Arix's
issued share capital as at 31 October 2023 (being the business day immediately
prior to this announcement).

 

Benefits of the Scheme

The boards of RTW Bio and Arix believe the Scheme has clear strategic
rationale and offers compelling benefits to shareholders of both companies:

·    RTW is a best-in-class manager with superior capabilities: RTW is a
leading, specialised life science investor with a record of over 14 years of
success, including delivering an annualised net return of 21.6 per cent since
inception from its leading private fund. RTW's capabilities are underpinned by
a science-led investment approach and its full lifecycle strategy of investing
and supporting growth companies across different stages of development,
business inflection points and capital structures. A team of 43 investment
professionals, the majority of whom have advanced scientific degrees, drive
RTW's science-led approach, which is focused on solving the most challenging
unmet patient needs by identifying, investing in, supporting, and building
innovative life science companies. This long-term approach to investing
enables RTW to maximise value capture from the opportunities it participates
in. RTW's infrastructure and scale provide superior access to the most
exciting life science companies and events. In 2022, RTW had access to more
than 200 medical meetings and 200 deals from syndicate and partner investors
alone. RTW intends to utilise its sophisticated infrastructure and science and
research-led investment process to manage the assets of RTW Bio and Arix
following completion of the Scheme. Compared to Arix's focus on life science
private and venture capital investing, RTW is able to offer a greatly enhanced
investment offering with a scaled equity investing platform, company creation,
royalty and structured financing as well as alternative vehicles that provides
a wider opportunity for returns.

 

·    An enhanced return potential from deployment of new capital: RTW Bio
has a track record of successfully deploying capital and generating returns.
Through 2022 and year-to-date 2023, RTW Bio made 9 new investments and had 7
successful IPOs or exits of portfolio companies. The Scheme enables RTW to
access Arix's assets which comprise approximately $128 million of liquid
assets, of which approximately $60 million is expected to be cash following
completion of the Scheme, costs of the Share purchase and other transaction
related costs. RTW intends to deploy this capital in innovative life science
companies to maximise value through public and private investments. RTW Bio
also has the capability to invest cash quickly through its "other public"
portfolio, which matches public long positions held in other RTW funds to
generate returns while minimising cash drag. Additionally, RTW will deploy
capital through its royalty and structured finance strategy which provides an
income stream with meaningful returns with less susceptibility to traditional
equity risks and market volatility.

 

·    Immediate scale and complementary portfolio benefits: The Scheme
delivers a meaningful and immediate increase in NAV such that the combined NAV
of the RTW Bio and Arix portfolio is expected to be approximately $550
million. RTW Bio and Arix have a uniquely complementary portfolio of assets,
meaning the enlarged portfolio will be more diversified across private assets
and benefit from the significant proportion of liquid assets from the Arix
portfolio.

 

·    Compelling value creation today and in the future for all
shareholders: The Scheme is expected to deliver value for both RTW Bio and
Arix shareholders both immediately at completion as well as in the future. The
terms of the Scheme imply an offer price of £1.43 per Arix Share at
announcement, which represents an approximate 46 per cent premium to the Arix
share price of £0.98 on 12 July 2023, being the business day immediately
prior to the announcement of Arix's strategic review. It is expected that the
Scheme will be single digit NAV per share accretive to existing RTW Bio
shareholders at completion. RTW Bio has delivered approximately 53 per cent
NAV growth since IPO and will continue to target achieving strong returns and
NAV growth over the larger asset base, including from deploying the additional
capital available from the Arix portfolio.

 

·    Enhanced profile provides liquidity and re-rating opportunity: The
Scheme further establishes RTW Bio as a leading UK-listed life sciences fund
by NAV with a broader and more diversified shareholder register. This scale
and increase in market capitalisation following completion of the Scheme is
anticipated to improve secondary market liquidity for the trading in RTW Bio
shares. RTW Bio may also in the future qualify for index inclusion, which may
further improve the secondary market liquidity of RTW Bio shares. The
increased scale is expected to deliver a more efficient cost base, benefiting
from the infrastructure of RTW and a simple, single management fee across a
larger asset base. In all, these benefits could lead to a meaningful re-rating
uplift opportunity for RTW Bio following completion of the Scheme.

 

·    Unique opportunity to buy into a depressed market while innovation is
booming: The board of RTW Bio believes there are currently significant
tailwinds that make now a compelling time to be deploying capital into the
life science sector. The RTW Bio board believes this is a golden age of
innovation with genetic information and new modalities accelerating the number
of new treatments and corresponding number of new investment opportunities.
Despite this, in part due to macro-economic conditions, life science remains
out of favour relative to the other parts of the market, which means now is a
unique time to invest in the right assets at depressed valuations. Further,
shifting needs of the largest pharmaceutical companies are pushing M&A
strategies to be earlier and across smaller transaction sizes, which means RTW
Bio's science-led strategy, which seeks to invest in innovation, is well
positioned to benefit from these tailwinds in the future.

 

Commenting on the Scheme:

Roderick Wong, M.D., Managing Partner and Chief Investment Officer of RTW,
stated:

"Acquiring Arix's complementary life science assets is a step-change
accelerator to our vision for RTW Bio to be a UK-listed fund with meaningful
scale that invests in innovative life science businesses in the UK and
globally. The scale that this transaction creates could not be better timed
with the unprecedented life science market conditions, the accelerating
medical innovation, industry trends that play into RTW's core strengths. This
transaction creates value and opportunity for both RTW Bio and Arix
shareholders and positions all shareholders for future upside."

 

William Simpson, Chairman of the Board of RTW

"I am delighted that we have reached an agreement to bring Arix's cash and
life science assets into RTW Bio and we welcome Arix shareholders to the RTW
Bio shareholder registry. The combination has compelling strategic rationale
which is expected to generate future growth opportunities for all
shareholders. The transaction represents an exciting opportunity to build upon
our strong foundation by adding capital and scale to our best-in-class
platform".

 

Peregrine Moncreiffe, Chairman of the Board of Arix, stated:

"Having considered the full spectrum of options available, the Special
Committee of the Arix Board, together with its financial adviser, determined
that this combination provides the best outcome for Arix shareholders and
accordingly unanimously recommends shareholders vote in favour of the Scheme.
The clear strategic and financial logic of the transaction maximizes the value
of our assets and provides a meaningful long term growth opportunity with RTW
and their impressive track record as a life sciences investment manager. We
look forward to being long-term shareholders in the combined RTW Bio."

 

About RTW Biotech Opportunities Ltd

RTW Biotech Opportunities Ltd (LSE: RTW & RTWG) is an investment fund
focused on identifying transformative assets with high growth potential across
the biopharmaceutical and medical technology sectors. Driven by a long-term
approach to support innovative businesses, RTW Biotech Opportunities Ltd
invests in companies developing next-generation therapies and technologies
that can significantly improve patients' lives. RTW Biotech Opportunities Ltd
is managed by RTW Investments, LP, a leading healthcare-focused
entrepreneurial investment firm with deep scientific expertise and a strong
track record of supporting companies developing life-changing therapies.

As at 30 September 2023, RTW Bio had a NAV of approximately $337 million
attributable to ordinary shareholders and a portfolio comprising 38 core
positions, 12 of which are public, and 42 "other public" life science
investments.

 

About RTW Investments, LP

RTW Investments, LP is a New York-based, global, full life-cycle investment
firm that focuses on identifying transformational and disruptive innovations
across the biopharmaceutical and medical technologies sectors. As a leading
partner of industry and academia, RTW combines deep scientific expertise with
a solution-oriented investment approach to advance emerging medical therapies
by building and supporting the companies and/or academics developing them. For
further information about RTW, please visit www.RTWfunds.com
(http://www.RTWfunds.com) .

 

About Arix Bioscience plc

Arix is a transatlantic venture capital company focused on investing in
breakthrough biotechnology companies around cutting-edge advances in life
science.

Arix collaborates with exceptional entrepreneurs and provide the capital,
expertise, and global networks to help accelerate their ideas into important
new treatments for patients. As a listed company, Arix is able to bring this
exciting growth phase of our industry to a broader range of investors.

As at 30 September 2023, Arix had a NAV of approximately $284 million of which
approximately $129 million was cash and a portfolio comprising 9 core
positions, 4 of which are public.

 

Further details on the Scheme

The Scheme will be effected by way of a scheme of reconstruction under section
110 of the Insolvency Act 1986, pursuant to which RTW OpCo shall acquire the
assets of Arix in exchange for issuing New RTW Bio Shares to eligible Arix
Shareholders.

The Scheme will be conditional on:

·    RTW OpCo's entry into the share purchase agreement with Acacia within
one business day following the date of this Announcement;

·    approval of the Scheme by the Arix Shareholders;

·    any Arix Shareholders who exercise dissenter rights pursuant to
Section 111 of the Insolvency Act 1986 during the dissenting period (as set
out in such act), holding in aggregate no more than 2 per cent of the Arix
Shares (as at the date of the first shareholder meeting);

·    approval from the Financial Conduct Authority ("FCA") of the
prospectus to be published by RTW Bio with respect to the issuance of New RTW
Bio Shares;

·    approval from the FCA and the London Stock Exchange, respectively,
for the admission to listing and trading on the London Stock Exchange; and

·    approval from the FCA for the change in control.

In connection with the Scheme, Arix will convene two shareholder meetings. The
first meeting will be convened to approve the Scheme; and the second meeting
will be convened to approve the winding-up of Arix and the appointment of the
liquidator.

In accordance with customary practice for schemes of reconstruction undertaken
pursuant to section 110 of the Insolvency Act 1986, the City Code on Takeovers
and Mergers does not apply to the Scheme.

 

Co-operation Agreement

Arix, RTW Bio and RTW OpCo have also today entered into a co-operation
agreement pursuant to which they have given certain reciprocal undertakings in
relation to the conduct of the Scheme and the satisfaction of the conditions
(listed above). Pursuant to the co-operation agreement, Arix has undertaken
not to solicit a competing proposal and to pay a break fee equivalent to 1 per
cent of its market capitalisation (as at the date of the co-operation
agreement) to RTW OpCo in certain circumstances, including if the Special
Committee of Arix directors withdraws its recommendation or recommends a
competing proposal.

 

Irrevocable undertakings

Arix has received irrevocable undertakings from certain Arix directors, RTW
OpCo and Acacia to vote in favour of the Scheme.

Arix directors Peregrine Moncreiffe and Robert Lyne have given irrevocable
undertakings to vote (or procure the voting) in favour of the shareholder
resolutions relating to the Scheme at both shareholder meetings in respect of
their own beneficial holdings, which represent approximately 0.6 per cent of
Arix's issued share capital.

Acacia has given an irrevocable undertaking to vote (i) in favour of the
shareholder resolution at the first shareholder meeting to approve the Scheme,
and (ii) against any alternative transaction (being a transaction in relation
to Arix which is proposed by any person other than RTW Bio or which would
otherwise hinder or impede the implementation of the Scheme), in respect of
the Arix Shares it holds, which represent approximately 25.5 per cent of
Arix's issued share capital.

RTW OpCo has given an irrevocable undertaking that, following and subject to
completion of the Share Purchase, it will vote in favour of the shareholder
resolutions relating to the Scheme at both shareholder meetings in respect of
the Arix Shares it will hold, which will represent approximately 25.5 per cent
of Arix's issued share capital.

The irrevocable undertakings referred to in this paragraph will cease to be
binding if (i) the Scheme does not become effective on or before 23:59 (UK
time) on 31 March 2024 (or such later time as agreed between RTW Bio and
Arix), or (ii) the cooperation agreement entered into between RTW OpCo and
Arix is terminated in accordance with its terms.  In addition (i) the
irrevocable undertakings given by Peregrine Moncreiffe and Robert Lyne will
cease to be binding if RTW Bio announces that it does not intend to make or
proceed with the Scheme, and (ii) the irrevocable undertaking given by Acacia
will cease to be binding if the Share Purchase is terminated or completes in
accordance with its terms.

 

Conditional appointment of RTW as investment manager

In connection with the above, Arix has entered into an investment management
agreement (the "IMA") with RTW pursuant to which RTW will be appointed to
manage the assets of Arix if the Scheme is not implemented. RTW will have sole
responsibility for providing these portfolio management services, with
discretion around the allocation and reallocation of Arix's resources among
eligible investments.

The IMA will take effect in the event the Share Purchase has been completed
but the Scheme is not approved by the Arix Shareholders. Further terms of the
IMA (including details of fees payable to RTW Investments, LP) will be set out
in the circular to be sent to Arix Shareholders in connection with the Scheme
(the "Circular").

 

Completion of the Share Purchase

The Share Purchase is expected to complete in the first quarter of 2024. The
sole condition to completion is FCA change of control approval.

Upon completion of the Share Purchase, Maureen O'Connell and Isaac Kohlberg
are expected to step down from the Arix Board of directors.

Arix has undertaken not to hold the second shareholder meeting to wind up Arix
and appoint the liquidator until completion of the Share Purchase has
occurred, save in certain limited circumstances.

Expected timetable

It is currently envisaged that the Circular and notice of the first general
meeting setting out the details of the Scheme and seeking shareholder approval
for the Scheme and liquidation will be sent to Arix's Shareholders in the
fourth quarter of 2023, at the same time as the publication of a prospectus by
RTW Bio in respect of the New RTW Bio Shares. The first Arix general meeting
is expected to be held in early 2024.

A full timetable and further details of the Scheme will be set out in the
Circular to be published by Arix in due course.

 

Analyst and investor presentation

Pre-recorded webinar
A pre-recorded webinar with RTW Bio's and Arix Biosciences' management teams
is available in the Results and Presentations section of RTW Bio's website.

 

Investor Q&A call
There will be a live Q&A call with RTW Bio's management for institutional
investors on Wednesday, 1 November 2023 at 13:00pm GMT/ 09:00am EDT. Please
contact Deutsche Numis for details on Funds@dbnumis.com.

 

Sell-side analyst call

There will be a live presentation for sell-side analysts and sales teams on
Wednesday, 1 November 2023 at 14.00pm GMT. Please contact Buchanan for details
on rtw@buchanan.uk.com

 

 

 

Enquiries:

 

 RTW Biotech Opportunities Ltd                                                +44 20 7959 6361
 Woody Stileman                                                               ir@rtwfunds.com
 Josh Baldwin

 BofA Securities (Sole Financial Adviser & Joint Corporate Broker to RTW      +44 20 7628 1000
 Bio)
 Kieran Millar

 Ed Peel

 James Machin

 Alex Penney

 Deutsche Numis (Joint Corporate Broker to RTW Bio)                           +44 20 7260 1000
 Freddie Barnfield

 Nathan Brown

 Euan Brown

 Buchanan (PR & Communications adviser to RTW Bio)                            +44 20 7466 5107
 Charles Ryland

 Henry Wilson

 George Beale

 Cadarn Capital                                                               +44 7368 88321
 David Harris

 Arix Bioscience plc                                                          +44 (0)20 7290 1050

                                                                              ir@Arixbioscience.com

 Jefferies (Financial Adviser & Joint Corporate Broker to Arix)               +44 20 7029 8000
 Philip Yates

 Simon Hardy

 Lee Morton
 Shaam Vora

 Powerscourt Group (PR & Communications adviser to Arix)                      +44 20 7250 1446
 Sarah MacLeod
 Ibrahim Khalil
 Nick Johnson

 

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.

 

Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct
Authority ("FCA") and the PRA in the United Kingdom, is acting exclusively for
RTW Bio and for no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than RTW Bio for
providing the protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement. Neither BofA
Securities, 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 BofA
Securities in connection with this announcement, any statement contained
herein or otherwise, any transaction or arrangement referred to herein.

 

Numis Securities Limited (which is trading for these purposes as Deutsche
Numis) ("Deutsche Numis"), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as corporate broker
exclusively for RTW Bio and for no one else and will not be responsible to
anyone other than RTW Bio for providing the protections afforded to its
clients or for providing advice in relation to the matters referred to in this
announcement. Neither Deutsche Numis, 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 Deutsche Numis in connection with this
announcement, any statement contained 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 New RTW Bio 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. New RTW Bio 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 New RTW Bio 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 New RTW Bio 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 New RTW Bio Shares will be further restricted by the
terms of the AI/QP Investor Letter, and any re-offer or resale of any New RTW
Bio 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 New RTW Bio 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 New RTW Bio 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.

 

Sources and Bases

1.    The date two full business days before this announcement is October
27, 2023 (the "Calculation Date").

2.    RTW BIO had 211,139,138 ordinary shares as at the Calculation Date.

3.    RTW BIO VWAP of 1.1847 for the 30 day period to the Calculation Date.

4.    GBP:USD FX rate of $1.2202 as at September 29, 2023.

5.    GBP:USD FX rate of $1.2123 as at the Calculation Date.

6.    Exchange ratio of 1.4633x based on offer price of £1.43 per Arix
share and RTW BIO 30-day VWAP of $1.1847 and GBP:USD FX rate of $1.2123.

7.    RTW BIO factsheet and quarterly letter for the period ending
September 30, 2023 is available at
https://www.rtwfunds.com/rtw-biotech-opportunities-ltd/factsheets-and-letters/.

8.    RTW BIO half-year report for the period ending June 30, 2023 and
annual report for the year ending December 31, 2022 is available at
https://www.rtwfunds.com/rtw-biotech-opportunities-ltd/results-and-presentations/.

9.    Arix unaudited NAV for period ending September 30, 2023 is available
at
https://www.londonstockexchange.com/news-article/ARIX/unaudited-nav-for-september-2023/16155609.

10.  Arix interim results for the period ending June 30, 2023 and full year
results for the year ending December 31, 2022 are available at
https://arixbioscience.com/investor-relations/results-centre.

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