REG - Poolbeg Pharma PLC - Update Potential Combination of Poolbeg & HOOKIPA

Poolbeg PharmaAnnouncement

10/01/2025 07:00

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RNS Number : 8228S  Poolbeg Pharma PLC  10 January 2025

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 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 AN OFFER WILL BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

For immediate release

 

10 January 2025

 

 

Poolbeg Pharma plc ("Poolbeg") and HOOKIPA Pharma Inc. ("HOOKIPA")

 

Update on Potential Combination of Poolbeg and HOOKIPA

 

Further to the announcement on 2 January 2025 (the "2.4 Announcement") and the
update on the potential combination of Poolbeg and HOOKIPA announced on 7
January 2025, the following amendment has been made regarding Gilead Sciences
Inc.'s ("Gilead") participation in the proposed concurrent Fundraise.

 

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.

 

All discussions relating to the Potential Combination 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.

 

Capitalised terms used but not defined in this announcement have the same
meanings given to them in the 2.4 Announcement.

 

 

 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

 

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
(https://www.poolbegpharma.com/about/investors/rns-news/)
://www.poolbegpharma.com/
(https://www.poolbegpharma.com/about/investors/rns-news/)
about/investors/rns-news/
(https://www.poolbegpharma.com/about/investors/rns-news/) and Hookipa's
website - ir.hookipapharma.com/potential-combination
(https://ir.hookipapharma.com/potential-combination) - by 12 noon on 13
January 2025.

 

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

 

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.

 

Oppenheimer & Co. Inc. ("Oppenheimer") is HOOKIPA's placement agent in
connection with the Fundraise. Oppenheimer is not a financial advisor for the
Potential Combination.  Neither Oppenheimer nor any of its subsidiaries or
affiliates or 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 in connection with this announcement, any statement contained herein or
otherwise.

 

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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