- Report of Foreign Issuer (6-K)
17 11월 2008 - 8:09PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
14 November 2008
PROTHERICS PLC
(Translation of Registrant’s Name Into
English)
The Heath Business & Technical Park
Runcorn, Cheshire, W47 4QF England
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F
X
Form
40-F
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 191(b)(7):
Indicate by check mark whether the registrant by
furnishing the information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.
Yes
No
X
If “Yes” is marked, indicate below the
file number assigned to the registrant in connection with Rule 12g3-2(b):
82-
.
The Registrant is furnishing a copy of its
announcements as reported to the Company Announcements Office of the London Stock
Exchange.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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PROTHERICS PLC
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Date: 14 November 2008
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By:
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/s/ Rolf Soderstrom
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Rolf Soderstrom
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Finance Director
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
PROTHERICS PLC ("PROTHERICS")
Proposed delisting of American Depositary Shares from
NASDAQ
London, UK; Brentwood, TN, US;
14
November
2008 -
Protherics PLC (LSE: PTI, Nasdaq: PTIL) ("Protherics") has
today provided notice to NASDAQ for the delisting of its American Depositary Shares
("ADSs") in connection with its proposed acquisition by BTG plc ("BTG"), a public
limited company incorporated under the laws of England and Wales with ordinary
shares listed on the London Stock Exchange (LSE: BGC).
The Scheme of Arrangement by which the acquisition is being
effected is expected to become effective on December 4, 2008, subject to the
sanction of the Scheme of Arrangement by the High Court of England and Wales at a
hearing to be held on December 1, 2008 and the confirmation by the Court of the
associated reduction of Protherics' share capital at a separate hearing to be held
on December 3, 2008, as well as the satisfaction or (where applicable) waiver of
the other applicable conditions. In accordance with the rules of the Securities and
Exchange Commission and NASDAQ, Protherics has provided written notice to NASDAQ of
its intent to delist the ADSs.
Pursuant to the Scheme of Arrangement, each holder of
Protherics ordinary shares will receive .291 shares of BTG for each Protherics
ordinary share held as at 6.00 p.m.,
London
time, on December 3, 2008 (the "Scheme Record Time").
In connection with the Scheme of Arrangement,
the Depositary Agreement governing the ADSs and the ADS
program will be terminated.
Holders of ADSs will not receive BTG ordinary shares pursuant
to the Scheme of Arrangement
in respect of their ADSs
. Instead, concurrently with the Scheme of Arrangement becoming
effective, The Bank of New York Mellon, as Depositary for the ADSs, will sell the
BTG ordinary shares it receives pursuant to the Scheme of Arrangement on the London
Stock Exchange. The Depositary will credit the accounts of the ADS holders with the
proceeds of such sales upon presentation of the Protherics ADSs for cancellation,
net of the Depositary's fees and expenses.
The Scheme of Arrangement was approved at a Court convened
meeting of Protherics shareholders and a separate extraordinary general meeting of
Protherics shareholders that were both held on November 11, 2008. Assuming that the
Scheme of Arrangement is sanctioned by the High Court of England and
Wales
at a hearing to be held on December 1, 2008, (and an associated
reduction in Protherics' share capital is confirmed by the Court at a separate
hearing to be held on December 3, 2008), and all other applicable conditions are
either satisfied or (where applicable) waived, the Scheme of Arrangement will
become effective, and the acquisition will complete, on December 4, 2008 upon the
delivery of the Court's orders to the UK Registrar of Companies.
Protherics intends to file a Form 25 with the Securities and
Exchange Commission on November 24, 2008, to effect the delisting. The delisting
will be effective before the open of the NASDAQ market on December 4, 2008.
Protherics reserves the right to delay the filing of the Form 25
.
Protherics and BTG also anticipate filing a Form 15F on or
about December 4, 2008 to terminate their registration under Section 12(g) of the
Securities Exchange Act of 1934 and to terminate their reporting obligations under
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934.
Therefore, Protherics and BTG intend to suspend filing periodic
and current reports with the Securities and Exchange Commission on or about
December 4, 2008.
Protherics is a leading international biopharmaceutical company
focused on specialist products for critical care and cancer.
The Company has two critical care products, CroFab™ and
DigiFab™, approved for sale in the
US
. The Company has the opportunity to sell these products in
the
US
from October 2010 together with Voraxaze™, a
supportive cancer care product, following anticipated approval in the
US
in 2010. Protherics is also developing a number of other
products in the cancer arena that it can commercialise in-house.
In addition, Protherics has several potential blockbuster
products that require development and commercialisation partners. These include
CytoFab™ which has been partnered by AstraZeneca in a major licensing deal,
and also Angiotensin Therapeutic Vaccine and Digoxin Immune Fabs for which
licensing partners will be sought in 2008-2009. These products have the potential
to be high value products that can provide additional funding for the
Company.
Protherics reported revenues of £26.1 million for the
year ended 31 March 2008 and a strong cash balance of £37.7 million. With
headquarters in
London
, the Company has approximately 300 employees across its
operations in the
UK
, US and
Australia
.
On September 18, 2008, Protherics announced a proposed merger
with BTG through a recommended share offer to be made by BTG to Protherics
shareholders, which was
approved by Protherics shareholders at an extraordinary general
meeting on November 11, 2008.
For further information visit
www.protherics.com
BTG in-licenses, develops and commercializes pharmaceuticals
targeting neurological and other disorders including varicose veins and has a broad
internal pipeline of development programs. The company also has a substantial and
growing revenue stream of royalties from out-licensed products. BTG operates from
offices in
London
,
Philadelphia
and
Osaka
. For further information, visit:
www.btgplc.com
CAUTIONARY STATEMENTS CONCERNING
FORWARD-LOOKING
STATEMENTS
The statements in this press release that are not historical
facts constitute "forward-looking" statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Such forward-looking statements include statements
regarding the anticipated timing of the acquisition by BTG and the delisting and
deregistration of Protherics ADSs. We undertake no obligation to update these
forward-looking statements to reflect events or circumstances that occur after the
date of this report.
For further information contact:
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Nick Staples
, Director of Corporate Affairs
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Saul Komisar
, President Protherics Inc
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Andy Burrows, Director of Investor Relations
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Christine Soden, Chief Financial Officer
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Financial Dynamics
- press enquiries
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London:
Ben Atwell
,
Lara Mott
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New York
:
John Capodanno
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Or visit
www.protherics.com
Protherics (NASDAQ:PTIL)
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Protherics (NASDAQ:PTIL)
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