HOOKIPA Pharma Inc. (“HOOKIPA”) Statement regarding potential combination for Poolbeg Pharma plc (“Poolbeg”)

Hookipa Pharma

20/02/2025 20:06

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NEW YORK and VIENNA, Austria, Feb. 20, 2025 (GLOBE NEWSWIRE) --

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (“THE CODE”).

THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

For immediate release

20 February 2025

HOOKIPA Pharma Inc. (“HOOKIPA”)

Statement regarding potential combination for Poolbeg Pharma plc
(“Poolbeg”)

Further to the announcement on 2 January 2025 regarding the non-binding
discussions for an all-share acquisition by HOOKIPA of Poolbeg and the
announcement on 30 January 2025 regarding the PUSU extension, the HOOKIPA
Board has determined that it does not intend to make an offer for Poolbeg
under Rule 2.7 of the Code.

This announcement is made in accordance with Rule 2.8 of the Code.

Under Note 2 on Rule 2.8 of the Code, HOOKIPA and any person(s) acting in
concert with it reserve the right to set aside the restrictions in Rule 2.8 of
the Code in the following circumstances:

a)   with the agreement of the board of Poolbeg;

b)   following the announcement of a firm intention to make an offer for
Poolbeg, by or on behalf of a third party;

c)   following the announcement by Poolbeg of a Rule 9 waiver (as described
in Note 1 on the Notes on Dispensations from Rule 9 of the Code) or a reverse
takeover (as defined in the Code); or

d)   where the Panel on Takeovers and Mergers has determined that there has
been a material change of circumstances.

The person responsible for arranging the release of this announcement on
behalf of HOOKIPA is Malte Peters, Chief Executive Officer of HOOKIPA.

 Enquiries:                                                    
 HOOKIPA Pharma Inc.                +43 1 890 63 60            
 Malte Peters, CEO                  IR@hookipapharma.com       
 Terry Coelho, EVP & CFO            Chuck@LifeSciAdvisors.com  
                                                               
 Moelis & Company                   +44 (0) 207 634 3500       
 (Financial Adviser to HOOKIPA)                                
 London Chris Raff Simon Chaudhuri                             
 New York Ashish Contractor                                    

Important information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction, whether pursuant to
this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by laws of the relevant
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, any such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.

Disclaimer

Moelis & Company LLC (“Moelis”) is acting as financial adviser to HOOKIPA
in connection with the matters set out in this announcement and for no one
else and will not be responsible to anyone other than HOOKIPA for providing
the protections afforded to its clients nor for providing advice in relation
to the matters set out in this announcement. Neither Moelis nor any of its
subsidiaries, branches or affiliates and 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 Moelis in
connection with this announcement, any statement contained herein or otherwise

Publication on Website

A copy of this announcement will be made available (subject to certain
restrictions relating to persons resident in restricted jurisdictions) on
HOOKIPA’s website - https://ir.hookipapharma.com/potential-combination# by
no later than 12 noon (London time) on the business day following the release
of this announcement in accordance with Rule 26.1 of the Code. The content of
the website referred to in this announcement is not incorporated into and does
not form part of this announcement.

This announcement is not intended to, and does not, constitute, represent or
form part of any offer, invitation or solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction whether
pursuant to this announcement or otherwise