REG - Poolbeg Pharma PLC - Offer Update - Extension to PUSU Deadline

Poolbeg PharmaAnnouncement

30/01/2025 07:00

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RNS Number : 1994V  Poolbeg Pharma PLC  30 January 2025

 

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

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

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

30 January 2025

 

Poolbeg Pharma plc

("Poolbeg" or the "Company")

Combination of Poolbeg and HOOKIPA Pharma Inc.

Offer Update - Extension to PUSU Deadline

 

 

On 2 January 2025, HOOKIPA Pharma Inc. ("HOOKIPA") and Poolbeg Pharma plc
("Poolbeg") announced that they have entered into non-binding discussions for
an all-share acquisition by HOOKIPA of Poolbeg (the "Possible Offer" and the
"2.4 Announcement", respectively) 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. Since then, the respective HOOKIPA and Poolbeg management teams have
been holding extensive positive discussions and working constructively through
the due diligence process, which is ongoing. The 2.4 Announcement stated that,
in accordance with Rule 2.6(a) of the Code, HOOKIPA is required, by not later
than 5.00 p.m. (London time) on 30 January 2025 (the "PUSU Deadline"), to do
one of the following: (i) announce a firm intention to make an offer for
Poolbeg in accordance with Rule 2.7 of the Code; or (ii) announce that it does
not intend to make an offer for Poolbeg, in which case the announcement will
be treated as a statement to which Rule 2.8 of the Code applies.

 

In order to allow further time for the diligence exercise and discussions to
be completed, the Board of Poolbeg has requested that the Panel extend the
PUSU Deadline in accordance with Rule 2.6(c) of the Code.

 

In light of this request, an extension has been granted by the Panel and, in
accordance with Rule 2.6(a) of the Code, HOOKIPA is now required, by not later
than 5.00pm on 27 February 2025, either to announce a firm intention to make
an offer in accordance with Rule 2.7 of the Code or to announce that it does
not intend to make an offer, in which case the announcement will be treated as
a statement to which Rule 2.8 of the Code applies. This deadline may be
further extended with the consent of the Panel, at Poolbeg's request, in
accordance with Rule 2.6(c) of the Code.

 

As announced on 10 January 2025, Gilead Sciences Inc. ("Gilead") has indicated
its intention to vote consistent with the HOOKIPA Board's recommendation if a
formal offer were to be made and to participate in the proposed concurrent
Fundraise in an amount up to $8.7495 million, consistent with its current
contractual obligations. HOOKIPA has a strategic partnership with Gilead on
its HBV and HIV programs, with potential of up to $417.5m in future opt-in,
development and commercial milestones, in addition to the potential for
significant sales royalties.

 

As detailed in the 2.4 Announcement and in accordance with 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:

 

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.

 

There can be no certainty that any offer will ultimately be made for the
Company. Defined terms in this announcement are the same as the 2.4
Announcement except as otherwise stated.

 

A further announcement will be made when appropriate. This announcement has
been made with the consent of HOOKIPA.

 

 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

 Moelis & Company                 +44 (0) 207 634 3500

 (Financial Adviser to HOOKIPA)
 London

 Chris Raff

 Simon Chaudhuri

 New York

 Ashish Contractor

This Announcement contains inside information for the purposes of Article 7 of
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). Upon publication
of this announcement, this inside information will be considered to be in the
public domain. The person responsible for arranging the release of this
announcement on behalf of the Company is Cathal Friel, Chairman.

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.

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.

 

Publication on website

 

A copy of this announcement will be made available (subject to certain
restrictions relating to persons resident in restricted jurisdictions) on the
Company's website
-https://www.poolbegpharma.com/investors/potential-combination/
(https://www.poolbegpharma.com/investors/potential-combination/) and HOOKIPA's
website - https://ir.hookipapharma.com/potential-combination#
(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.

 

Note

References to "Code" are to the rules of the City Code on Takeovers and
Mergers. The terms "offeror", "offeree company", "offer period", "interested"
(and related variations), "relevant securities", "deals" (and related
variations) and "acting in concert" all bear the same meanings given to them
in the City Code on Takeovers and Mergers

 

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