REG - Poolbeg Pharma PLC - Combination of Poolbeg and HOOKIPA Pharma Inc.

Poolbeg PharmaAnnouncement

02/01/2025 07:00

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RNS Number : 8854R  Poolbeg Pharma PLC  02 January 2025

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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 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS ("THE CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE.

 

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

2 January 2025

 

 

Poolbeg Pharma plc

 

("Poolbeg" or the "Company")

 

Combination of Poolbeg and HOOKIPA Pharma Inc.

 

The boards of directors (each a "Board") of HOOKIPA Pharma Inc. ("HOOKIPA")
and Poolbeg Pharma plc ("Poolbeg") are pleased to announce that they have
entered into non-binding discussions for an all-share acquisition by HOOKIPA
of Poolbeg (the "Potential Combination") to create a strong clinical-stage
biopharmaceutical company focused on developing and commercialising innovative
medicines for critical unmet medical needs, with a special focus on
next-generation immunotherapies for the treatment of cancer and other serious
diseases (the "Combined Group").

 

The Potential Combination is intended to be implemented by means of a scheme
of arrangement under Part 26 of the Companies Act 2006.

 

The Boards believe that the Potential Combination would create a Nasdaq-listed
Combined Group operated by a combined management team experienced in
successfully developing and commercializing medicines with a focus on
execution and operational excellence. The Boards also believe the Potential
Combination would create a diversified clinical pipeline led by multi-KRAS
targeting HB-700, a next generation immunotherapy potentially offering
additional treatment options for cancers with limited treatment options, and
Phase 2-ready small molecule POLB 001, a potentially breakthrough orally
delivered preventative therapy for cancer immunotherapy-induced CRS, with
potential value inflection points in areas of interest in the pharmaceutical
industry. Furthermore, the Boards expect the Potential Combination to bolster
near-term clinical data catalysts, with clinical data expected across multiple
programmes over the next 24-months in large therapeutic areas with unmet
medical needs. The Combined Group would also have two partnered programmes
with Gilead Sciences, Inc. ("Gilead"), offering the potential of significant
development and commercialisation milestones in addition to significant sales
royalties (if either product is approved) for the Combined Group's
shareholders.

 

HOOKIPA is listed on the Nasdaq Capital Market under the symbol HOOK and
Poolbeg is listed on AIM under the symbol POLB.

 

Expected key terms of the Potential Combination based on discussions to date
comprise of:

 

·    Poolbeg shareholders will receive 0.03 HOOKIPA shares for each Poolbeg
share held (the "Exchange Ratio");

 

·   based on the Exchange Ratio, the Potential Combination would have the
effect (on the basis of the assumptions set out below and prior to the
dilution resulting from the Fundraise (as defined below)) that Poolbeg
shareholders prior to the completion of the Potential Combination are expected
to receive, on a fully diluted basis, approximately 55% of the equity in the
Combined Group (the "Poolbeg Ownership Percentage") and HOOKIPA shareholders
are expected to hold approximately 45% of the equity in the Combined Group
(the "HOOKIPA Ownership Percentage");

 

·    HOOKIPA is expected to undertake a 100% primary private placement
fundraise of up to approximately $30 million (the "Fundraise") which will be
funded into HOOKIPA immediately following the completion of the Potential
Combination in order to provide sufficient capital for the enlarged business
to realize meaningful expected value inflection points, including (i) Phase 1
interim data for HB-700 in the first half of 2026, (ii) Phase 2a topline data
for POLB 001 in the second half of 2026 and (iii) primary completion of the
Phase 1b trial of HB-500 in the second half of 2025. Upon completion of the
Fundraise, the Combined Group would be debt free with financial runway through
year-end 2026, assuming the receipt of future expected R&D grant proceeds
from the Government of Austria, which HOOKIPA has received in previous years
for qualifying research and development expenses and capital expenditures. The
Fundraise would be expected to be completed concurrently with the completion
of the Potential Combination by early in the second quarter of 2025 and would
be conditional upon completion of the Potential Combination (unless otherwise
waived or amended), although completion of the Potential Combination will not
be conditional upon completion of the Fundraise;

 

·   following the completion of the Fundraise, both the HOOKIPA Ownership
Percentage and the Poolbeg Ownership Percentage would be reduced
proportionally based on the number of HOOKIPA shares issued to investors in
connection with the Fundraise. For example, illustratively assuming the
proceeds of the Fundraise total $30 million and HOOKIPA shares are issued to
investors at HOOKIPA's 60-day volume weighted average price ("VWAP") of $2.81
as of 31 December, 2024, the illustrative HOOKIPA Ownership Percentage, on a
fully diluted basis, would be 32.8%, the illustrative Poolbeg Ownership
Percentage would be 40.1%, and the investors in the Fundraise would hold 27.1%
of the equity in the Combined Group);

 

·     a percentage of the potential value from certain of HOOKIPA's
programmes will be retained by holders of HOOKIPA shares as at a date to be
determined ahead of completion of the Potential Combination ("HOOKIPA
Shareholders") via a contingent value right instrument ("CVR"), with the
balance of such potential value attributable to the Combined Group. On a fully
diluted basis, The CVR is expected to provide that HOOKIPA Shareholders will
be entitled to approximately (i) 55% of the milestone payments made by Gilead
to HOOKIPA following the achievement of specified development and
commercialisation milestones for the HB-400 and HB-500 programmes (which could
be worth up to $407.5 million in nominal terms) and (ii) 80% of proceeds
generated by the HB-200 programme (the "HOOKIPA CVR Ownership Percentage"),
subject to an adjustment mechanism which may result in a lower HOOKIPA CVR
Ownership Percentage based on HOOKIPA's net cash on completion of the
Potential Combination (the "CVR Adjustment Mechanism"). Please refer to
Appendix A for additional detail on HOOKIPA's programmes covered by the CVR
and Appendix B for additional detail on the CVR Adjustment Mechanism.

 

·     HOOKIPA intends to remain as the listed entity for the Combined Group
on the Nasdaq Capital Market and Poolbeg is expected to become a private
subsidiary of HOOKIPA and apply for cancellation of the admission of its
shares to trading on AIM; and

 

·     The Combined Group is expected to have operations in the European
Union, the United Kingdom and the United States of America, and anticipates
benefiting from a strong international leadership team comprised of the
following individuals:

 

o  Malte Peters, MD, PhD: Chief Executive Officer

o  Cathal Friel: Executive Chairman, Poolbeg Co-Founder

o  Ian O'Connell: Chief Financial Officer, Poolbeg Co-Founder

o  Mark Winderlich, PhD: Chief Development Officer

o  David Allmond: Chief Business Officer

o  John McEvoy: Chief Legal Officer

 

The announcement by HOOKIPA of any firm offer under Rule 2.7 of the Code in
respect of the Potential Combination is subject to the satisfaction or waiver
of a number of customary pre-conditions, including, amongst other things, the
satisfactory completion of customary due diligence, finalisation of the terms
of the transaction, Board approvals of binding terms and sufficient prior
expressions of interest from participants in respect to the Fundraise. Before
the announcement of any firm offer under Rule 2.7 of the Code, both HOOKIPA
and Poolbeg intend to engage with potential investors in the Fundraise,
further details of which will be included in a separate presentation (the
"Fundraise Presentation"), which upon first use will be made available on
HOOKIPA's website at www.ir.hookipapharma.com/potential-combination. The
Potential Combination would be subject to the approval of both HOOKIPA and
Poolbeg shareholders and other conditions.

 

All discussions to date have been non-binding and on a non-exclusive basis,
and there can be no assurance that a firm offer will be made or that any
transaction will be completed.

 

Information on HOOKIPA

 

HOOKIPA is a clinical-stage biopharmaceutical company focused on developing
next generation immunotherapies based on its proprietary arenavirus platform.
HOOKIPA's product candidates are designed to induce specific, robust and
durable CD8+ T cells and antibodies to eliminate cancers and serious
infectious diseases. HOOKIPA's pipeline includes biological therapies for
oncology, targeting human papillomavirus type 16-positive ("HPV16+") cancers,
KRAS mutated cancers, and other targets. In addition, HOOKIPA has partnered
with Gilead to develop therapies that are intended to provide functional cures
for hepatitis B virus ("HBV") and human immunodeficiency virus-1 ("HIV").
HOOKIPA's next-generation vaccine platform is designed to supercharge immunity
with its T cell activation platform based on work of Nobel laureate and
HOOKIPA co-founder, Rolf Zinkernagel. Further details of HOOKIPA's platform
are set out in Appendix C.

 

Information on Poolbeg

 

Poolbeg is a clinical-stage biopharmaceutical company focused on acquiring,
developing and commercialising innovative medicines that will help improve the
lives of patients with rare and orphan diseases and where there is a high
unmet medical need. Poolbeg's clinical programmes target large addressable
markets including cancer immunotherapy-induced Cytokine Release Syndrome
("CRS"), infectious disease, and metabolic conditions such as obesity with the
development of an oral GLP-1R agonist. Further details of Poolbeg's platform
are set out in Appendix C.

 

Important Takeover Code notes

 

There can be no certainty that any firm offer will be made, even if the
pre-conditions referred to above are satisfied or waived.

 

In accordance with Rule 2.4(c) of the Code, HOOKIPA will be required, pursuant
to Rule 2.6(a) of the Code, by no later than 5.00 p.m. on 30 January 2025, to
either announce a firm intention to make an offer for the Company, under Rule
2.7 of the Code, or announce that it does not intend to make an offer for the
Company, in which case the announcement will be treated as a statement to
which Rule 2.8 of the Code applies. The deadline can only be extended with the
consent of the Panel in accordance with Rule 2.6(c) of the Code.

 

This announcement has been made with the approval of HOOKIPA.

 

Pursuant to Rule 2.5 of the Code, HOOKIPA reserves the right to introduce
other forms of consideration and/or vary the mix or composition of
consideration of any offer and vary the transaction structure. HOOKIPA also
reserves the right to amend the terms of any offer (including making the offer
at a lower value, whether by amending the Exchange Ratio or the HOOKIPA CVR
Ownership Percentage or otherwise):

 

a)   with the recommendation or consent of the Poolbeg board;

b)   if Poolbeg announces, declares or pays any dividend or any other
distribution or return of value to shareholders after the date of this
announcement, in which case HOOKIPA reserves the right to make an equivalent
reduction to the terms of its proposal;

c)   following the announcement by Poolbeg of a Rule 9 waiver pursuant to
the Code; or

d)   if a third party announces a firm intention to make an offer for
Poolbeg.

 

Prior to this announcement it has not been practical for HOOKIPA to make
enquiries of all persons acting in concert with it to determine whether any
dealings in Poolbeg shares by such persons give rise to a requirement under
Rule 6 or Rule 11 of the Code for Poolbeg, if it were to make an offer, to
offer any minimum level, or particular form, of consideration. While neither
HOOKIPA nor Poolbeg are aware of any such dealings, in accordance with Note 4
on Rule 2.4, any such details shall be announced as soon as practicable and in
any event by no later than 16 January 2025.

 

 Enquiries:
 Poolbeg Pharma Plc                                                          +44 (0) 207 183 1499
 Cathal Friel, Chairman                                                      ir@Poolbegpharma.com
 Jeremy Skillington, CEO
 Ian O'Connell, CFO

 Cavendish Capital Markets Ltd                                               +44 (0) 207 220 0500

 (Joint Financial Adviser and Rule 3 Adviser to Poolbeg, NOMAD & Joint
 Broker)
 Corporate Finance

 Geoff Nash

 Henrik Persson

 Hamish Waller

 Trisyia Jamaludin
 Canaccord Genuity LLC                                                       +1 212 389-8000

 (Joint Financial Adviser to Poolbeg)

 Corporate Advisory

 Eugene Rozelman
 Shore Capital                                                               +44 (0) 207 408 4090

 (Joint Broker)
 Corporate Advisory

 David Coaten

 Harry Davies-Ball
 Corporate Broking

 Malachy McEntyre

 Isobel Jones

 J&E Davy                                                                    +353 (0) 1 679 6363

 (Joint Broker)
 Anthony Farrell
 Niall Gilchrist

 Optimum Strategic Communications                                            +44 (0) 208 078 4357
 Nick Bastin                                                                 Poolbeg@optimumcomms.com
 Vici Rabbetts
 Elena Bates
 HOOKIPA Pharma Inc.              +43 1 890 63 60
 Malte Peters, CEO                IR@hookipapharma.com

 Terry Coelho, EVP & CFO          Chuck@LifeSciAdvisors.com (mailto:Chuck@LifeSciAdvisors.com)

 Moelis & Company                 +44 (0) 207 634 3500

 (Financial Adviser to HOOKIPA)
 London

 Chris Raff

 Simon Chaudhuri

 New York

 Ashish Contractor

 

Sources and bases of information

 

In this announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used:

 

1.       All references to HOOKIPA shares are to shares of common stock
of $0.0001 par value per share of HOOKIPA.

2.       All references to Poolbeg shares are to ordinary shares of 0.02
pence each in the capital of Poolbeg.

3.       The statement that HOOKIPA shareholders are expected to hold
approximately 45% of the Combined Group is based upon the following:

a.   HOOKIPA fully diluted share capital of 12,951,502 HOOKIPA shares;

b.   Poolbeg fully diluted share capital of 528,174,935 of Poolbeg shares;
and

c.   The exchange ratio of 0.03 HOOKIPA shares for each Poolbeg share.

4.       The fully diluted share capital of HOOKIPA is based upon:

a.   9,655,022 HOOKIPA shares in issue;

b.   HOOKIPA's 2,399,517 shares of Class A common stock, 370 shares of
Series A convertible preferred stock, 10,800 shares of Series A-1 convertible
preferred stock, and 15,268 shares of Series A-2 convertible preferred stock
in issue which are convertible into 2,883,751 HOOKIPA shares in aggregate;

c.   369,070 HOOKIPA shares that are issuable upon vesting and settlement of
outstanding restricted stock units; and

d.   1,065,909 HOOKIPA shares which may be issued on or after the date of
this announcement to satisfy the exercise of HOOKIPA options under the
treasury stock method, based on a weighted average price of $30.88;

i. 43,659 HOOKIPA options included in HOOKIPA fully diluted share capital of
12,951,502 HOOKIPA shares based on HOOKIPA's $2.81 60-day VWAP as of 31
December, 2024 per Bloomberg.

5.       The fully diluted share capital of Poolbeg is based upon:

a.   500,000,000 Poolbeg shares in issue;

b.   64,247,419 Poolbeg shares which may be issued on or after the date of
this announcement to satisfy the exercise of Poolbeg options under the
treasury stock method, based on a weighted average price of £0.07;

i. 28,174,935 Poolbeg options included in Poolbeg fully diluted share capital
of 528,174,935 Poolbeg shares based on the 60-day VWAP of £0.08 as of 31
December, 2024 per Bloomberg; and

c.   829,181 Poolbeg shares which may be issued on or after the date of this
announcement to satisfy the exercise of Poolbeg warrants under the treasury
stock method, based on a weighted average price of £0.10;

i. No Poolbeg warrants are included in Poolbeg fully diluted share capital of
528,174,935 of Poolbeg shares

 

 

Appendix A

 

HOOKIPA Shareholders will receive incremental value in the form of a CVR
instrument tied to HOOKIPA's HB-400, HB-500 and HB-200 programmes. More detail
on these programmes and their potential value to CVR holders is included
below:

 

·      HB-400: HB-400 is an arenaviral immunotherapy targeting HBV and
is one of HOOKIPA's two programmes included in HOOKIPA's strategic partnership
with Gilead. In accordance with such, Gilead is responsible for clinical
development and the programme is currently in a Gilead-led Phase 1b trial with
expected primary completion in the first half of 2025. In connection with its
strategic partnership with Gilead, HOOKIPA is eligible to receive certain
payments from Gilead related to the achievement of certain development and
commercialization milestones. In the aggregate, such milestone payments
related to HB-400 could be worth up to $185,000,000, in addition to tiered
royalties, which are not covered by the CVR. Under the terms of the CVR, upon
the receipt by the Combined Group of each milestone payment from Gilead,
HOOKIPA Shareholders will be entitled to receive 55% of the proceeds, subject
to the CVR Adjustment Mechanism outlined in Appendix B.

 

·      HB-500: HB-500 is an arenaviral immunotherapy targeting HIV and
is the second programme within HOOKIPA's strategic partnership with Gilead.
HOOKIPA is responsible for clinical development and the programme is currently
in a HOOKIPA-led Phase 1b trial. The first person was dosed on July 1, 2024
and primary completion is expected in the second half of 2025. Upon completion
of Phase 1b, Gilead retains an exclusive option to further develop and
commercialize the HB-500 programme, in which case HOOKIPA is eligible to
receive certain payments from Gilead in connection with the achievement of
certain development and commercialization milestones. In the aggregate, such
milestone payments related to HB-500 could be worth up to $222,500,000
(exclusive of a $10 million option exercise payment as well as, tiered
royalties, which are not covered by the CVR). Under the terms of the CVR, upon
receipt by the Combined Group of each milestone payment from Gilead, HOOKIPA
Shareholders will be entitled to receive 55% of the proceeds, subject to the
CVR Adjustment Mechanism outlined in Appendix B.

 

·      HB-200: HB-200 is an immunotherapy targeting HPV16+ cancers with
final Phase 2 data expected in the second half of 2025. Under the terms of the
CVR, in the event that there is a disposition (whether structured as a sale,
lease, collaboration, exclusive license or otherwise), directly or indirectly,
in one transaction or a series of transactions of the right to develop,
manufacture, market, distribute, sell or otherwise exploit any product within
the HB-200 programme, including any option or other right granted to any
third-party to negotiate for or receive any of these rights (a "Disposition"),
HOOKIPA Shareholders will be entitled to receive 80% of the proceeds of a
Disposition, subject to the CVR Adjustment Mechanism outlined in Appendix B.
Given the nature of the HB-200 programme, there can be no certainty that a
Disposition will occur or as to the value resulting from any such
Disposition.

 

 

Appendix B

 

On a fully diluted basis, The HOOKIPA CVR Ownership Percentage will be 55%, in
the case of milestone payments related the HB-400 and HB-500 programmes, and
80%, in the case of proceeds of a Disposition generated by the HB-200
programme, subject to the CVR Adjustment Mechanism outlined below:

 

·      If HOOKIPA's net cash at completion of the Potential Combination
is less than $8,550,000, then the HOOKIPA CVR Ownership Percentage shall be
reduced by 0.2% for every $100,000 less, subject to a maximum adjustment to
the HOOKIPA CVR Ownership Percentage of 10%. For example, if HOOKIPA's net
cash at closing is $6,550,000 then the HOOKIPA CVR Ownership Percentage would
be 51% for the HB-400 and HB-500 programmes and 76% for the HB-200 programme.

 

·      The CVR Adjustment Mechanism is further illustrated in the
following table:

 

 

                                          HOOKIPA net cash upon completion of the Potential Combination
 ($ in millions)                          $8.55      $7.55      $6.55      $5.55      $4.55      $3.55      $2.55
 HB-400 & HB-500 CVR Ownership Split
 HOOKIPA Shareholders                     55.0%      53.0%      51.0%      49.0%      47.0%      45.0%      45.0%
 Combined Group                           45.0%      47.0%      49.0%      51.0%      53.0%      55.0%      55.0%

 HB-200 CVR Ownership Split
 HOOKIPA Shareholders                     80.0%      78.0%      76.0%      74.0%      72.0%      70.0%      70.0%
 Combined Group                           20.0%      22.0%      24.0%      26.0%      28.0%      30.0%      30.0%

 

 

Appendix C

 

HOOKIPA's existing immunotherapy focused programmes and pipeline opportunities
are detailed below. Further details on these programs are included in the
Fundraise Presentation:

 

·      HB-700: HB-700 is a novel, next-generation multi-KRAS mutant
targeting cancer immunotherapy with blockbuster potential and antigen specific
T cell activation for deep, durable and robust anti-tumor activity. HB-700
targets five of the most prevalent KRAS mutations and represents a strong
preclinical Proof of Concept ("POC") package with large addressable
populations in NSCLC, CRC and PDAC. HB-700 is Phase 1-ready with nonclinical
development and clinical trial material manufacturing completed. HB-700 is
derisked by clinical POC with platform asset eseba-vec (HB-200) and interim
Phase 1 data is expected in the first half of 2026 with the first person dosed
in Phase 1 trial expected mid-2025.

 

·      HB-400: HB-400 is one of two programmes within HOOKIPA's
strategic partnership with Gilead. HB-400 offers $185,000,000 of potential
future development and commercialization milestone payments with high-single
digit to mid-teen percent royalties. More information on HB-400 is set out in
Appendix B.

 

·      HB-500: HB-500 is the second of HOOKIPA's two programmes within
its strategic partnership with Gilead. HB-500 offers $232,500,000 of potential
future opt-in, development and commercial milestone payments with mid-single
digit to low double-digit percent royalties. More information on HB-500 is set
out in Appendix B.

 

·      HB-200: HB-200, otherwise known as "eseba-vec", is a pivotal
Phase 2/3-ready asset in recurrent/metastatic HPV16+ HNSCC with mature Phase 2
data and POC in combination with checkpoint inhibitors. Final Phase 2 data for
eseba-vec is expected in the second half of 2025. Eseba-vec has broad
potential across multiple HPV16+ cancers, with up to approximately 20,000 U.S.
patients and approximately 39,000 patients globally.

 

Poolbeg's existing platform and pipeline opportunities are detailed below.
Further details on these programmes are included in the Fundraise
Presentation:

 

·      POLB 001: POLB 001 is a Phase 2-ready, potentially breakthrough,
orally delivered p38 MAPK inhibitor designed to prevent immunotherapy induced
CRS, a severe, potentially life-threatening side effect of cancer
immunotherapies. CRS associated with immunotherapies represents a high unmet
need with effective prophylaxis representing a $10 billion+ U.S. market
opportunity. There is currently no approved therapy for CRS prevention which
could enable outpatient administration and broader uptake of immunotherapies.
As such, a significant opportunity exists for POLB 001 as an adjunct therapy
to bispecific and CAR T treatment. POLB 001 has the potential for Orphan Drug
Designation. The first person dosed in Phase 2 trial is expected in the second
half of 2025 with topline Phase 2 data expected in the second half of 2026.

 

·      GLP-1 Programme: Poolbeg's GLP-1 programme is comprised of a
Phase 1 Oral GLP-1R agonist used for the treatment of obesity and diabetes.
The programme contains proprietary delivery technology with the potential to
overcome oral delivery challenges of peptide-based biologicals. Phase 1
initiation is expected in the first half of 2025 and POC trial topline data
expected in the first half of 2026.

 

·      Artificial Intelligence ("AI") Programmes: Poolbeg's platform
also contains two preclinical assets targeting respiratory syncytial virus
("RSV") and influenza. Poolbeg's AI programmes integrate proprietary
multi-parametric clinical data to identify novel host response targets.
Discussions are currently ongoing in respect to potential collaborations.

 

 

 

 

 Important information

 

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

 

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

 

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated by the Financial Conduct Authority for investment business
activities, is acting exclusively as financial adviser to Poolbeg Pharma plc
in relation to the matters set out in this announcement and is not acting for
any other person in relation to such matters. Cavendish will not be
responsible to anyone other than Poolbeg Pharma plc for providing the
protections afforded to its clients or for providing advice in connection with
any matters referred to in this announcement or otherwise.

 

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(together, "Shore Capital"), which are authorised and regulated in the United
Kingdom by the Financial Conduct Authority, are acting exclusively for Poolbeg
Pharma plc and no one else in relation to the matters set out in this
announcement and will not be responsible to anyone other than Poolbeg for
providing the protections offered to clients of Shore Capital or for providing
advice in relation to the matters referred to herein.

 

J&E Davy Unlimited Company ("Davy"), which is authorised and regulated
in Ireland by the Central Bank of Ireland and in the United Kingdom by the
Financial Conduct Authority, is acting as broker exclusively for Poolbeg
Pharma plc and no one else in relation to the matters set out in this
announcement and will not be responsible to anyone other than Poolbeg for
providing the protections offered to clients of J&E Davy or for providing
advice in relation to the matters referred to herein.

 

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.

 

Canaccord Genuity LLC ("Canaccord") is acting as financial adviser to Poolbeg
Pharma plc in connection with the matters set out in this announcement and for
no one else and will not be responsible to anyone other than Poolbeg for
providing the protections afforded to its clients nor for providing advice in
relation to the matters set out in this announcement. Neither Canaccord 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
Canaccord in connection with this announcement, any statement contained herein
or otherwise.

 

 

Rule 2.9 information

 

In accordance with Rule 2.9 of the Code, Poolbeg confirms that there are 500
million ordinary shares of 0.02 pence each in issue under the ISIN code
GB00BKPG7Z60. No shares are held in treasury.

 

In accordance with Rule 2.9 of the Code, HOOKIPA confirms that it has
9,655,022 shares of common stock of $0.0001 par value per share each in issue
under the ISIN code US43906K1007 ("Common Stock").

 

In addition to its Common Stock, HOOKIPA confirms that it has in issue
2,399,517 shares of Class A common stock, 370 shares of Series A convertible
preferred stock, 10,800 shares of Series A-1 convertible preferred stock, and
15,268 shares of Series A-2 convertible preferred stock outstanding.

 

Each holder of Class A common stock has the right to convert each ten shares
of Class A common stock into one share of Common Stock at such holder's
election, provided that the holder will be prohibited, subject to certain
exceptions, from converting Class A common stock into shares of Common Stock
if, as a result of such conversion, the holder, together with its affiliates,
would own more than 4.99% of the total number of shares of Common Stock then
issued and outstanding. Each holder of Series A, Series A-1 and Series A-2
convertible preferred stock has the right to convert each share of Series A,
Series A-1 and Series A-2 convertible preferred stock into 100 shares of
Common Stock at any time at the holder's option, provided that the holder will
be prohibited, subject to certain exceptions, from converting Series A, Series
A-1 and Series A-2 convertible preferred stock into shares of Common Stock if,
as a result of such conversion, the holder, together with its affiliates,
would own more than 9.99% of the total number of shares of Common Stock then
issued and outstanding.

 

HOOKIPA has also granted 369,070 shares of Common Stock in the form of
restricted stock units to certain individuals pursuant to its incentive plans.

 

HOOKIPA does not hold any 'Relevant Securities' (within the meaning of the
Code) in treasury.

 

Website publication

 

In accordance with Rule 30.4 of the Code, a copy of this announcement will be
available on the Company's website -
https://www.poolbegpharma.com/about/investors/rns-news/ and Hookipa's website
- ir.hookipapharma.com/potential-combination - by 12 noon on 3 January 2025.

 

The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.

 

Disclosure requirements of the Takeover Code (the "Code")

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3. Opening Position
Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror
and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This announcement contains "forward-looking" statements concerning future
events. All statements other than statements of historical fact or relating to
present facts or current conditions are forward-looking statements, including
all statements related to the potential terms and effects of the Potential
Combination and any statements regarding guidance and statements of a general
economic or industry-specific nature.

 

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. These statements are based on
assumptions and assessments made by HOOKIPA and Poolbeg in light of their
discussions to date and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate,
and therefore are subject to risks and uncertainties which could cause actual
outcomes and results to differ materially from those expressed or implied by
those forward-looking statements.

 

Forward-looking statements often use forward-looking or conditional words such
as "anticipate", "target", "expect", "forecast", "estimate", "intend", "plan",
"goal", "believe", "hope", "aim", "will", "continue", "may", "can", "would",
"could" or "should" or other words of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the following: (i)
the potential terms of the Potential Combination; (ii) the potential impacts
of the Potential Combination; (iii) the outcomes of due diligence and ongoing
negotiations and whether a firm offer will be made or the parties are
otherwise able to reach binding agreement on terms; (iv) the ability of the
parties to satisfy (or waive) conditions to the consummation of the Potential
Combination; (v) adverse effects on the market price of HOOKIPA's or Poolbeg's
stock prices or operating results as a result of the announcement of the
Potential Combination or failure to agree to binding terms or to otherwise
consummate the Potential Combination; (vi) the effect of the announcement or
pendency of the Potential Combination on HOOKIPA's or Poolbeg's business
relationships, operating results and businesses generally; (vii) future
capital expenditures, expenses, revenues, economic performance, synergies,
financial conditions, market growth, losses and future prospects; and (viii)
business and management strategies and the expansion and growth of the
operations of the Combined Group. There are many factors which could cause
actual results to differ materially from those expressed or implied in forward
looking statements. Among such factors are changes in the global, political,
economic, business, competitive, market and regulatory forces, future exchange
and interest rates, changes in tax rates and future business combinations or
disposals.

 

These forward-looking statements are not guarantees of future outcomes or
performance and are based on numerous assumptions. By their nature, these
forward-looking statements involve known and unknown risks and uncertainties
because they relate to events and depend on circumstances that will occur in
the future. No assurance can be given that such expectations will prove to
have been correct and persons reading this announcement are therefore
cautioned not to place undue reliance on these forward-looking statements
which speak only as at the date of this announcement. All subsequent oral or
written forward-looking statements attributable to HOOKIPA or Poolbeg or any
persons acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Neither HOOKIPA nor Poolbeg undertakes any
obligation to update publicly or revise forward-looking statements, whether as
a result of new information, future events or otherwise, except to the extent
legally required.

 

HOOKIPA's Annual Report on Form 10-K for the fiscal year ended December 31,
2023 and subsequent reports filed with the U.S. Securities and Exchange
Commission ("SEC") contain additional information regarding forward-looking
statements and other risk factors with respect to HOOKIPA. Poolbeg's annual
report for the year ended 31 December 2023 contains certain risk factors with
respect to Poolbeg.

Important Additional Information

 

If a firm offer is made or the parties otherwise agree to binding terms with
respect to the Potential Combination, HOOKIPA expects to file a proxy
statement on Schedule 14A, including any amendments and supplements thereto
(the "Proxy Statement") with the SEC. To the extent the parties effect the
Potential Combination as a scheme of arrangement under the laws of England and
Wales (the "Scheme"), the Proxy Statement will include a Scheme Document and
the offer and issuance of shares by HOOKIPA to Poolbeg shareholders would not
be expected to require registration under the U.S. Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder (the "Securities
Act"), pursuant to an exemption provided by Section 3(a)(10) under the
Securities Act. In the event that the parties determine to conduct the
Potential Combination in a manner that is not exempt from the registration
requirements of the Securities Act, HOOKIPA would file a registration
statement with the SEC containing a prospectus with respect to the issuance of
its shares. This announcement is not a substitute for the Proxy Statement or
any other document that HOOKIPA may file with the SEC or send to its
shareholders in connection with the Potential Combination. INVESTORS AND
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING THE SCHEME
DOCUMENT) ANY AMENDMENTS OR SUPPLEMENTS THERETO AND OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE POTENTIAL
COMBINATION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN,
CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PARTIES TO THE SCHEME, THE POTENTIAL
COMBINATION AND RELATED MATTERS.

 

The Proxy Statement, if and when filed, as well as HOOKIPA's other public
filings with the SEC, may be obtained without charge at the SEC's website at
www.sec.gov and at HOOKIPA's website at www.hookipapharma.com. HOOKIPA
shareholders and investors will also be able to obtain, without charge, a copy
of the Proxy Statement (including the Scheme Document) and other relevant
documents (when available) by directing a written request to HOOKIPA Pharma
Inc., Attn: Corporate Secretary, 350 Fifth Avenue, 72nd Floor, Suite 7240, New
York, NY 10118, USA.

Participants in the Solicitation

 

HOOKIPA and its directors and executive officers may be deemed "participants"
in any solicitation of proxies from HOOKIPA's shareholders with respect to the
Potential Combination. Information regarding the identity of HOOKIPA's
directors and executive officers, and their direct and indirect interests, by
security holdings or otherwise, in HOOKIPA securities is contained in
HOOKIPA's Definitive Proxy Statement on Schedule 14A for HOOKIPA's 2024 annual
meeting of shareholders, which was filed with the SEC on April 26, 2024.
Information regarding subsequent changes to the holdings of HOOKIPA's
securities by HOOKIPA's directors and executive officers can be found in
filings on Forms 3, 4, and 5, which are available on HOOKIPA's website at
www.hookipapharma.com or through the SEC's website at www.sec.gov
(http://www.sec.gov) . Additional information regarding the identity of
potential participants, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the Proxy Statement relating to
the Potential Combination if and when it is filed with the SEC. The Proxy
Statement, if and when filed, as well as HOOKIPA's other public filings with
the SEC, may be obtained without charge at the SEC's website at www.sec.gov
and at HOOKIPA's website at www.hookipapharma.com. Poolbeg's annual report for
the year ended 31 December 2023, as well as Poolbeg's other regulatory
announcements, may be obtained without charge at Poolbeg's website at
www.poolbegpharma.com.

 

No Offer or Solicitation of Securities

 

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Potential Combination or
otherwise, nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law.

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 or visit
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