REG - Malin Corp PLC - Poseida to be Acquired and Update on Tender Offer

MalinAnnouncement

26/11/2024 07:00

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RNS Number : 6613N  Malin Corporation PLC  26 November 2024

This announcement contains Inside Information.

 

Poseida to be acquired by Roche

and

Update on Tender Offer

 

·      Malin investee company Poseida to be acquired by Roche

·      Poseida stockholders to receive $9.00 per share in cash at
closing plus a non-tradeable contingent value right (CVR) of up to $4.00 per
share

·      Malin expects to receive approximately $106.5 million from the
upfront payment and transaction expected to close in Q1, 2025

·      Due to the significant positive impact on Malin's estimated
Intrinsic Equity Value per Ordinary Share as a result of this transaction,
Malin will not proceed with its previously announced Tender Offer at this time
and will issue further announcements on its updated capital return strategy in
due course

 

 

Dublin-Ireland, 26 November 2024: Malin Corporation plc (Euronext Growth
Dublin:MLC) (Malin),  a company investing in highly innovative life sciences
companies, today announces that its investee company, Poseida Therapeutics,
Inc. (NASDAQ: PSTX), has entered into a merger agreement to be acquired by
Roche Holdings, Inc ("Roche") at a price of $9.00 per share of Poseida common
stock in cash at closing, plus a non-tradeable contingent value right to
receive certain contingent payments of up to an aggregate of $4.00 per share
in cash upon achievement of specific milestones (the "Transaction").

 

Malin owns approximately 12% of the issued share capital of Poseida and the
Transaction is expected to deliver initial net proceeds to Malin of
approximately $106.5 million, with the potential to receive up to a
further $47.3 million through the CVRs on the achievement of specific
milestones.

 

Following this announcement, and taking into account only the upfront
consideration payable under the Transaction, Malin's estimated Intrinsic
Equity Value has increased to approximately €192.1 million (equates to
approximately €10.17 per Malin share). This represents an increase of
55.3% to the last disclosed estimate of €6.55 at 8 November 2024.

 

The closing of the Transaction is subject to customary closing conditions,
including the tender of shares representing at least a majority of Poseida's
outstanding shares (other than shares held by Poseida, Roche or any of their
respective subsidiaries, and any dissenting shares), the completion of
regulatory review and other customary closing conditions. The closing of the
Transaction is currently expected to take place in the first quarter of 2025.

 

Update on Tender Offer

As a result of the proposed acquisition of Poseida by Roche and the
significant increase in Malin's estimated Intrinsic Equity Value per Ordinary
Share arising from the Transaction, the Board of Malin no longer considers it
appropriate to proceed with the Tender Offer on the basis of the terms
previously announced by the Company on 12 November 2024 (i.e., €6.55 per
Malin share). Therefore, in accordance with the discretion available to it,
the Board of Malin has decided to terminate the Tender Offer and the
extraordinary general meeting of Malin convened for 5 December 2024 to approve
the Tender Offer will be adjourned sine die (indefinitely). As a result of the
termination, no Ordinary Shares will be repurchased pursuant to the Tender
Offer and all Ordinary Shares tendered to date will be returned to
Shareholders.

 

The Board will now consider how best to return surplus capital to Shareholders
and further announcements will be made in due course.

 

Commenting on the transaction, Liam Daniel, Chair of Malin, said:

 

"The sale of Poseida is a very significant milestone for Malin in our
continuing strategy to deliver maximum value to shareholders and Malin remains
committed to returning excess capital of the business to Malin's shareholders.
In light of this positive development and the significant uplift in the
estimated Intrinsic Equity Value per share, the board of Malin considers it to
be in the best interests of shareholders to terminate the Tender Offer
launched on 12 November 2024. The Board will take the financial effects of
this Transaction into account as part of its deliberations on the timing and
scale of future returns of excess capital to shareholders and will issue
further updates in due course."

 

For further information please contact:

 

Malin

Fiona Dunlevy, Executive Director/Company Secretary

Tel: +353 (0)1 901 5700

cosec@malinplc.com

 

Davy Corporate Finance (Financial Adviser, Euronext Growth Listing Sponsor
& Broker)

Brian Garrahy / Daragh O'Reilly

Tel: +353 1 679 6363

 

Sodali & Co (Media enquiries)

Eavan Gannon

Tel: +353 87 236 5973

eavan.gannon@sodali.com

 

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