TIDMACPH
Acacia Pharma Group PLC
THIS ANNOUNCEMENT CONTAINS REGULATED INFORMATION
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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
27 April 2022, 12:00 p.m. (Brussels time)
RECOMMED ACQUISITION
of
ACACIA PHARMA GROUP PLC
by
EAGLE PHARMACEUTICALS, INC.
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
Publication of Scheme Document
On 28 March 2022, Acacia Pharma Group PLC (the "Company" or
"Acacia") and Eagle Pharmaceuticals, Inc. ("Eagle"), announced that
agreement had been reached on the terms of a transfer of the entire
issued and to be issued share capital of Acacia to Eagle by way of
a scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").
Publication of the Scheme Document
The Company announces that a circular in relation to the Scheme
(the "Scheme Document"), setting out, among other things, a letter
from the Chairman of Acacia, the full terms and conditions of the
Scheme, a statutory explanatory statement, an expected timetable of
principal events, notices of the Court Meeting and the General
Meeting and details of the actions to be taken by Acacia
Shareholders has been published today on Acacia's website, at
https://acaciapharma.com/investors/shareholder-meetings.
Hard copies of the Scheme Document and Forms of Proxy for the
Court Meeting and the General Meeting have been sent to Acacia
Shareholders.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document. All references to times in this
Announcement are to London, United Kingdom times unless stated
otherwise.
Timetable
Notices of the Court Meeting and the General Meeting, both of
which will be held at the offices of Sullivan & Cromwell LLP at
125 Broad Street, New York, New York 10004-2498, United States on
19 May 2022 and through the electronic facilities that are being
made available via the Virtual Meeting Platform on 19 May 2022, are
set out in the Scheme Document. The Court Meeting will start at
4:00 p.m. (London time) on that date and the General Meeting will
start at 4:15 p.m. (London time) on that date or as soon thereafter
as the Court Meeting concludes or is adjourned.
The Scheme Document also contains an expected timetable of
principal events in relation to the Scheme, which is also set out
in the Appendix to this Announcement. The Scheme remains
conditional on the approval of the requisite majority of eligible
Scheme Shareholders at the Court Meeting, the requisite majority of
eligible Acacia Shareholders at the General Meeting and the
satisfaction or (if capable of waiver) waiver of the other
Conditions set out in the Scheme Document, including the sanction
of the Court.
The Scheme is expected to become effective between early June
2022 and 30 June 2022.
Action required
As noted above, notices of the Court Meeting and the General
Meeting, both of which will be held at the offices of Sullivan
& Cromwell LLP at 125 Broad Street, New York, New York
10004-2498, United States on 19 May 2022 and through the electronic
facilities that are being made available via the Virtual Meeting
Platform on 19 May 2022, are set out in the Scheme Document. The
Court Meeting will start at 4:00 p.m. (London time) on that date
and the General Meeting will start at 4:15 p.m. (London time) on
that date or as soon thereafter as the Court Meeting concludes or
is adjourned. Whilst COVID-19 restrictions have been lifted as at
the date of release of this Announcement, the Acacia Directors note
that the COVID-19 situation is constantly evolving, and the US
federal and/or New York State government may change current
restrictions or implement further measures, which affect the
holding of shareholder meetings. As such, whilst Scheme
Shareholders and Acacia Shareholders will be permitted to attend
the Court Meeting and General Meeting, respectively, in person if
they are entitled to and wish to do so (subject to any applicable
COVID-19 restrictions then in force), Scheme Shareholders and
Acacia Shareholders are strongly encouraged to appoint "the Chair
of the meeting" as their proxy for the Court Meeting and General
Meeting, respectively. If any other person is appointed as proxy
and COVID-19 restrictions that affect the holding of the Meetings
are subsequently introduced, that proxy may not be permitted to
attend the relevant Meeting in person (but will be able to remotely
attend, ask questions and/or raise any objections (in the case of
the Court Meeting) and vote at the relevant Meeting via the Virtual
Meeting Platform). Details of how to access and engage in the
business of the Meetings are described in the opening pages of the
Scheme Document and in the Virtual Meeting Guide.
Any changes to the arrangements for the Court Meeting and/or the
General Meeting will be communicated to Scheme Shareholders and
Acacia Shareholders before the relevant Meeting, including through
Acacia's website at https://acaciapharma.com/investors and by
announcement.
In addition to being able to attend, ask questions and/or raise
objections (in the case of the Court Meeting) and vote at the Court
Meeting and General Meeting in person, Scheme Shareholders and
Acacia Shareholders (and any of their duly appointed proxies and/or
corporate representatives) will be given the opportunity to access,
follow the business of, attend, submit written questions and /or
raise any objections (in the case of the Court Meeting) and vote at
the Court Meeting and the General Meeting remotely via the Virtual
Meeting Platform as described in the opening pages of the Scheme
Document and in the Virtual Meeting Guide available on Acacia's
website at
https://acaciapharma.com/investors/shareholder-meetings.
Further, in respect of both the Court Meeting and the General
Meeting, Scheme Shareholders and Acacia Shareholders, respectively,
can also submit questions on the business of the relevant Meeting
in advance by email to IR@acaciapharma.com
https://www.globenewswire.com/Tracker?data=ht-6zNlAtsqcxDhr6fDTpwMAh6pDchulByPbmBFKs1AQM7TbYgral8R64BNPOTW-W_lbTEW2BX3LmTiwAzX8pnxbDbH2diuETW848WSmzwM=
, provided that such emails must be received no later than 48 hours
(excluding any part of such 48 hour period not falling on a
Business Day) before the time fixed for the relevant Meeting or any
adjournment thereof.
Scheme Shareholders and Acacia Shareholders are strongly
encouraged to complete, sign and return the blue Form of Proxy for
the Court Meeting and the yellow Form of Proxy for the General
Meeting in accordance with the instructions printed thereon (or to
appoint a proxy electronically as referred to in the Scheme
Document) as soon as possible, but in any event, to be received by
Acacia's Registrar, Equiniti Limited, not later than the relevant
times set out below:
-- Blue Form of Proxy for the Court Meeting: 4:00 p.m. (London time) on 17
May 2022
-- Yellow Form of Proxy for the General Meeting: 4:15 p.m. (London time) on
17 May 2022
or, if in either case the Meeting is adjourned, the relevant
Form of Proxy should be received not later than 48 hours (excluding
any part of such 48 hour period not falling on a Business Day)
before the time fixed for the adjourned Meeting.
If the blue Form of Proxy for the Court Meeting is not lodged by
the relevant time, a copy of the blue Form of Proxy may be (i)
emailed to proxyvotes@equiniti.com
https://www.globenewswire.com/Tracker?data=okVnY3MhrjEdeJ_4IzGLBbXlT7LyDdasTQ2bsG-V_yqXXMJ3pB5FmHnKfZCNqTC1e9TJUiphB-ZqUNv6FmkhBjwQshXl7hMiKGrfiLrs60c=
at any time after such time but prior to 30 minutes before the
commencement of the Court Meeting (or any adjournment thereof); or
(ii) handed to a representative of Equiniti on behalf of the Chair
of the Court Meeting, or directly to the Chair of the Court
Meeting, at the Court Meeting before the Court Meeting commences.
If the yellow Form of Proxy for the General Meeting is not lodged
by the relevant time, it will be invalid.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of opinion of Scheme
Shareholders. Whether or not Scheme Shareholders intend to attend
and/or vote at the Court Meeting (remotely or in person), Scheme
Shareholders are therefore strongly encouraged to submit their
proxy appointment for the Court Meeting as soon as possible by post
or electronically through CREST.
Recommendation
The Acacia Directors, who have been so advised by Greenhill
& Co. International LLP ("Greenhill") as to the financial terms
of the Scheme, consider the terms of the Scheme to be the best
available option for Acacia Shareholders. In providing its
financial advice to the Acacia Directors, Greenhill has taken into
account the commercial assessments of the Acacia Directors.
Accordingly, the Acacia Directors unanimously recommend that the
Scheme Shareholders vote or procure votes in favour of the Scheme
at the Court Meeting and Acacia Shareholders vote in favour of the
Special Resolution to be proposed at the General Meeting, as the
Acacia Directors have irrevocably undertaken to do in respect of
the 217,243 Acacia Shares which they hold and which they control
(or can procure the control of) the voting rights (representing
approximately 0.22 per cent. of the issued share capital of Acacia
as at the Latest Practicable Date).
Acacia Shareholders should carefully read the Scheme Document in
its entirety before making a decision with respect to the
Scheme.
Additional information for Acacia Shareholders
If you have any questions about this Announcement, the Scheme
Document, the Court Meeting or the General Meeting, or are in any
doubt as to how to complete the Forms of Proxy, please contact the
Shareholder Helpline operated by Acacia's Registrar, Equiniti, by
calling +44 (0)371 384 2050 between 8:30 a.m. and 5:30 p.m. (London
time) Monday to Friday (except public holidays in England and
Wales). Calls from outside the UK will be charged at the applicable
international rate. Different charges may apply to calls from
mobile telephones. Please note that calls may be monitored or
recorded for security and training purposes, and Equiniti cannot
provide advice on the merits of the Scheme or give any financial,
legal or tax advice.
If the Scheme is sanctioned as outlined above, it is expected
that the last day of dealings in, and registration of transfers of,
Acacia Shares on Euronext Brussels will be the Business Day
immediately prior to the Effective Date and that no transfers will
be registered after 6.00 p.m. (London time) on that date. Prior to
the Scheme becoming Effective, it is intended that an application
will be made to the market operator of Euronext Brussels for the
cancellation of the listing and trading of the Acacia Shares on
Euronext Brussels, with effect as of or shortly following the
Effective Date. On the Effective Date, share certificates in
respect of Acacia Shares shall cease to be valid and entitlements
to Acacia Shares held within the CREST system shall be cancelled.
It is intended that, following the Scheme becoming Effective and
after the Acacia shares are de-listed, Acacia will be re-registered
as a private limited company under the relevant provisions of the
Companies Act 2006.
Consent
Greenhill, Jefferies and William Blair have each given and not
withdrawn their written consent to the issue of this Announcement
with the inclusion herein of the references to their name in the
form and context in which they appear.
Enquiries
Eagle Pharmaceuticals, Inc. Tel: +1 (201) 326-5300
Scott Tarriff
William Blair (Financial Adviser to Eagle) Tel: +1 (312) 236 1600
Christian Hodneland, Eugene Kim, Ty Weston
In-Site Communications, Inc. (PR Adviser to Eagle) Tel: +1 (212) 452-2793
Lisa M. Wilson
Acacia Pharma Group plc Tel: +1 317 505 1280
Mike Bolinder
Greenhill (Joint Financial Adviser to Acacia) Tel: +44 20 7198 7400
Kevin Costantino, Rupert Hill, Dean Rodrigues, James Warr
Jefferies (Joint Financial Advisor to Acacia) Tel: +44 7827 953950
Gil Bar-Nahum
MEDiSTRAVA Consulting (PR Adviser to Acacia) Tel: +44 20 7638 9571
Frazer Hall, Mark Swallow, David Dible
Cooley (UK) LLP is acting as legal adviser to Eagle in
connection with the Scheme. NautaDutilh BV is acting as legal
adviser to Eagle in connection with Belgian law. Sullivan &
Cromwell LLP is acting as legal adviser to Acacia in connection
with the Scheme. Eubelius CVBA is acting as legal adviser to Acacia
in connection with Belgian law and its listing on Euronext
Brussels.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on Acacia and
Eagle's current expected dates for the implementation of the Scheme
and is subject to change. If any of the dates and/or times in this
expected timetable changes, the revised dates and/or times will be
notified to Acacia Shareholders by announcement. Unless otherwise
stated, references to all times in this Announcement and the
timetable set out below are to London, United Kingdom time.
Event Time and/or date((1)
Publication of the Scheme Document 26 April 2022
Latest time for lodging Forms of
Proxy for the:
Court Meeting (blue form) 4:00 p.m. on 17 May 2022(2)
General Meeting (yellow form) 4:15 p.m. on 17 May 2022
(3)
Voting Record Time 6:30 p.m. on 17 May 2022
(4)
Court Meeting 4:00 p.m. on 19 May 2022
General Meeting 4:15 p.m. on 19 May 2022
(5)
The following dates and times associated with the Scheme are
subject to change and will depend on, among other things,
the date on which the Conditions to the Scheme are satisfied
or, if capable of waiver, waived by Eagle, the date on which
the Court sanctions the Scheme and the Scheme Court Order
is delivered to the Registrar of Companies. Acacia will give
adequate notice of all of these dates and times, when known,
by issuing an announcement, with such announcement being made
available on Acacia's website at https://acaciapharma.com/investors
https://acaciapharma.com/investors. Further updates and changes
to these times will be notified in the same way. See also
note (1).
Scheme Court Hearing 7 June 2022(6)
Last day for dealings in, and for 8 June 2022(6)
the registration of transfer of,
Acacia Shares
Scheme Record Time 6:00 p.m. on 8 June 2022(6)
Disablement of CREST in respect of 6:00 p.m. on 8 June 2022(6)
Acacia Shares
Suspension of dealings in Acacia by 7:30 a.m. on 9 June 2022(6)
Shares
Effective Date of the Scheme 9 June 2022(6)
New Eagle Shares listed and commencement 9 June 2022(6)
of dealings in the New Eagle Shares
on Nasdaq
Cancellation of listing of Acacia by no later than 8:00 a.m.
Shares on 10 June 2022(6)
Eagle CDIs credited to CREST accounts On or soon after 10 June
(in respect of Scheme Shares held 2022(6)
in uncertificated form only)
Latest date for dispatch of statement By 23 June 2022(6) , being
of entitlement relating to the New 14 days after the Effective
Eagle Shares held through DRS (in Date
respect of Scheme Shares held in
certificated form only)
Latest date for dispatch of cheques By 23 June 2022(6) , being
and processing of electronic transfers 14 days after the Effective
and crediting of CREST accounts for Date
cash consideration due under the
Scheme and where applicable fractional
payments
_______________________
(1) The dates and times given are indicative only and are
based on current expectations and are subject to change (including
as a result of changes to the regulatory timetable). If any
of the times and/or dates above change, the revised times
and/or dates will be notified to Acacia Shareholders by announcement.
Participants in the Acacia Share Plans will be contacted separately
to inform them of the effect of the Scheme on their rights
under the Acacia Share Plans, including details of any appropriate
proposals being made and dates and times relevant to them.
(2) It is requested that the blue Form of Proxy for the Court Meeting be lodged not
later than 48 hours (excluding any part of such 48 hour period not falling on a
Business Day) prior to the time appointed for the Court Meeting or, if the Court
Meeting is adjourned, 48 hours (excluding any part of such 48 hour period not
falling on a Business Day) prior to the time fixed for any adjourned Court Meeting.
If the blue Form of Proxy for the Court Meeting is not lodged by this time, a copy
of the blue Form of Proxy may be (i) emailed to proxyvotes@equiniti.com at any time
after such time but prior to 30 minutes before the commencement of the Court
Meeting (or any adjournment thereof) or (ii) handed to a representative of Equiniti
on behalf of the Chair of the Court Meeting, or directly to the Chair of the Court
Meeting, at the Court Meeting before the Court Meeting commences.
(3) In order to be valid, the yellow Form of Proxy for the
General Meeting must be received by no later than 48 hours
(excluding any part of such 48 hour period not falling on
a Business Day) prior to the time appointed for the General
Meeting or, if the General Meeting is adjourned, the time
fixed for any adjourned General Meeting.
(4) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6:30 p.m. on the day which is two Business
Days prior to the date of the adjourned meeting.
(5) To commence at 4:15 p.m. or as soon thereafter as the
Court Meeting concludes or is adjourned.
(6) The dates and times above may change and will depend,
inter alia, on the date on which the Conditions are satisfied
(or, if applicable, waived) and the sanction of the Scheme
by the Court. If any of the expected dates change, Acacia
will give adequate notice of any change by issuing an announcement.
Important notice
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 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 Scheme or otherwise, nor the
announcement of a forthcoming solicitation of any offer to acquire
or dispose of securities or of any vote or approval, nor shall
there be any sale, issuance or transfer of securities of Acacia or
Eagle in any jurisdiction. The information contained in this
Announcement should not be construed to constitute any form of
advice or recommendation, including but not limited to investment,
tax, legal or other advice, and should not be relied upon as the
basis for any decision or action.
The Scheme will be implemented solely pursuant to the terms of
the Scheme Document, which contains the full terms and conditions
of the Scheme, including details of how to vote in respect of the
Scheme. Any voting decision or response in relation to the Scheme
should be made only on the basis of the information contained in
the Scheme Document and the Forms of Proxy.
The Scheme Document has been prepared in accordance with and for
the purpose of complying with applicable English law and
information disclosed may not be the same as that which would have
been disclosed if the Scheme Document had been prepared in
accordance with the laws of jurisdictions outside England and
Wales.
The Scheme is governed by English law and is not a public
takeover bid within the meaning of the Belgian Act of 1 April 2007
on public takeover bids. To the extent relevant, the Scheme
Document has been prepared in compliance with the Company's
obligations as a company listed on Euronext Brussels. Neither this
Announcement nor the Scheme Document is a prospectus or a
prospectus-equivalent document. This Announcement and the Scheme
Document have not been submitted to nor approved by the Belgian
Financial Services and Markets Authority.
Disclaimers
William Blair is acting as financial adviser exclusively for
Eagle and no one else in connection with the Scheme; will not
regard any other person as a client in relation to the Scheme and
will not be responsible to anyone other than Eagle for providing
the protections afforded to clients of William Blair or its
affiliates, nor for providing advice in relation to the Scheme or
any other matters referred to in this Announcement. Neither William
Blair nor any of its affiliates, directors or employees owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, consequential, whether in contract, in tort, in
delict, under statute or otherwise) to any person who is not a
client of William Blair in connection with this Announcement, any
statement contained herein, the Scheme or otherwise.
Greenhill and Jefferies are acting as joint financial advisers
exclusively for Acacia and no-one else in connection with the
Scheme; will not regard any other person as a client in relation to
the Scheme and will not be responsible to anyone other than Acacia
for providing the protections afforded to clients of Greenhill,
Jefferies or their respective affiliates, nor for providing advice
in relation to the Scheme or any other matters referred to in this
Announcement.
Overseas Jurisdictions
The release, publication or distribution of this Announcement or
the Scheme Document, or any copy thereof, in or into jurisdictions
other than the UK and Belgium may be restricted by law and
therefore any persons who are resident in, or who are subject to
the law of, any jurisdiction other than the UK and Belgium should
inform themselves about, and observe, any applicable legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the UK or Belgium to vote their Acacia Shares
with respect to the Scheme at the Court Meeting, or to appoint
another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Scheme disclaim any responsibility or liability for the
violation of such restrictions by any person.
Copies of this Announcement, the Scheme Document and any other
formal documentation relating to the Scheme are not being and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or
any jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send such documents in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Scheme.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Notice to US investors
US Holders should note that the Scheme relates to shares of an
English company and is proposed to be implemented by means of a
scheme of arrangement provided for under English law and which will
be subject to the procedural and disclosure requirements and
practices applicable in the UK to schemes of arrangement, which are
different from those that may be applicable in the United States.
The financial information included in this Announcement and the
Scheme Document, if any, has been prepared in accordance with
International Financial Reporting Standards, and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the US.
Securities may not be offered or sold in the United States
unless registered under the US Securities Act, and applicable state
securities laws or exempt from such registration. In reliance on
the exemption provided by section 3(a)(10) of the US Securities
Act, the issuance of the New Eagle Shares to be issued pursuant to
the Scheme has not been and will not be registered with the SEC
under the US Securities Act.
Neither the SEC nor any US state securities commission has
approved or disapproved of the New Eagle Shares to be issued in
connection with the Scheme, or determined if this Announcement is
accurate or complete or has passed upon the fairness or the merits
of the proposal described herein. Any representation to the
contrary is a criminal offence in the United States.
Each Acacia Shareholder is urged to consult his or her tax
adviser regarding the tax consequences of the Scheme applicable to
him or her.
It may be dif cult for US investors to enforce their rights and
any claim arising out of the US federal securities laws, as Acacia
is incorporated under the laws of England and Wales, some of its of
cers and directors may be residents of, and some or all of its
assets are or may be located in, a non-US jurisdiction. US
investors may not be able to sue a non-US company or its of cers or
directors in a non-US court for violations of the US securities
laws. Further, it may be dif cult to compel a non-US company and
its af liates to subject themselves to a US court's judgment.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Scheme, and other information published by Acacia, the Acacia
Group, Eagle and/or the Eagle Group contain statements, which are,
or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the management of Acacia, the Acacia Group, Eagle
and/or the Eagle Group (as applicable) about future events, and are
therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the Scheme
on Acacia, the Acacia Group, Eagle or the Eagle Group (including
their future prospects, developments and strategies), the expected
timing and scope of the Scheme and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. These statements
include, but are not limited to, statements regarding future events
such as: the strategic fit of Barhemsys(R) and Byfavo(R) with
Eagle's specialised hospital-based salesforce; statements regarding
the addressable market size and commercial potential for
Barhemsys(R) and Byfavo(R) and other products or product
candidates; the expected structure, anticipated synergies, terms,
timing and closing of the Scheme; Eagle's marketing, product
development, partnering and growth strategy, including relating to
the commercialisation of Barhemsys(R) and Byfavo(R), and the
ability of Acacia's technology and know-how to help Eagle achieve
its strategy; the expectation that the addition of Barhemsys(R) and
Byfavo(R) will be accretive to Eagle, and the timing thereof; the
expected sources of financing for the Scheme and the cash resources
of Eagle; the ability of Eagle to expand the application of the
Acacia products; the timing, scope or likelihood and timing of
regulatory filings and approvals from the FDA for Eagle's product
candidates, including
landiolol; the ability of Barhemsys(R) and Byfavo(R) to address
unmet clinical needs; the ability of Barhemsys(R) to offer
significant economic savings to hospitals and ambulatory centres;
the ability of Byfavo(R) to offer potential health and economic
benefits and enable shorter procedure times and greater patient
throughput; the ability of the Scheme to create value for Eagle's
shareholders; and the ability of Eagle's executive team to execute
on Eagle's strategy and build stockholder value.
Although Acacia and Eagle believe that the expectations
reflected in such forward-looking statements are reasonable (other
than where expressly disclaimed), none of Acacia, the Acacia Group,
Eagle and/or the Eagle Group can give any assurance that such
expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These
factors include, but are not limited to: changes in the global
political, economic, business and competitive environments
(including, but not limited to, the impacts of the COVID-19
pandemic and geopolitical events such as the conflict in Ukraine);
inability to obtain, or meet conditions imposed for, required
governmental and regulatory approvals; interruptions or other
adverse effects to clinical trials; legal or regulatory
developments and changes, including, but not limited to, changes in
environmental and health and safety regulations; government
actions; foreign exchange rate and interest rate fluctuations;
changes in tax rates; weak, volatile or illiquid capital and/or
credit markets; market position of the companies comprising the
Acacia Group; earnings; financial position; cash flows; return on
capital and operating margins; anticipated investments; the ability
of Eagle and/or the Acacia Group to obtain capital/additional
finance; an unexpected decline in revenue or profitability;
retention of senior management; the maintenance of labour
relations; fluctuations in commodity prices and other input costs;
operating and financial restrictions as a result of financing
arrangements; changes in consumer habits and preferences, including
a reduction in demand by customers; competitive product and pricing
pressures; future business combinations or disposals; success of
business and operating initiatives; changes in the level of capital
investment; manufacturing and supply chain interruptions, adverse
effects on healthcare systems, disruption in the operations of
third party partners and disruption of the global economy, and the
overall impact of the COVID-19 pandemic or other events on Eagle or
Acacia's business, financial condition and results of operations;
whether Eagle will successfully implement its development plan for,
and successfully market and commercialise, its product candidates;
the success of relationships with partners; the availability and
pricing of third party sourced products and materials; the outcome
of litigation involving any products or that may have an impact on
any of Eagle or Acacia's products; successful compliance with the
FDA and other governmental regulations applicable to product
approvals, manufacturing facilities, products and/or businesses;
the strength and enforceability of Eagle or Acacia's intellectual
property rights or the rights of third parties; competition from
other pharmaceutical and biotechnology companies and the potential
for competition from generic entrants into the market; the risks
inherent in the early stages of drug development and in conducting
clinical trials; the outcome of Acacia's shareholder vote, the
Court and other closing conditions; factors in addition to the
foregoing that may impact Eagle or Acacia's expectations,
including, among other things, any potential business development
transactions, acquisitions, restructurings or legal settlements, in
addition to any unanticipated factors, that may cause actual
results and outcomes to materially differ; and other risks and
uncertainties, including those identified in the "Risk Factors"
section of Eagle's Annual Report on Form 10-K for the year ended
December 31, 2021, filed with the Securities and Exchange
Commission (the "SEC") on March 8, 2022, and its other subsequent
filings with the SEC.
Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or
projected in the forward-looking statements. If any one or more of
these risks or uncertainties materialises or if any one or more of
the assumptions prove incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the
light of such factors.
None of Acacia, the Acacia Group, Eagle nor the Eagle Group, nor
any of their respective associates or directors, officers,
employees or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this Announcement will actually
occur. Given these risks and uncertainties, you are cautioned not
to place any reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated and there may be
additional changes to the operations of the Acacia Group. As a
result, and given the fact that the changes relate to the future,
the resulting cost synergies may be materially greater or less than
those estimated.
Other than in accordance with their legal or regulatory
obligations, none of Acacia, the Acacia Group, Eagle or the Eagle
Group is under any obligation, and each of the foregoing expressly
disclaim any intention or obligation to update or to revise any
forward-looking statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
No profit forecasts or estimates
No statement in this Announcement, or incorporated by reference
in this Announcement, is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per Acacia Share or per share of common stock
of Eagle, as appropriate, for the current or future financial years
would necessarily match or exceed the historical published earnings
or earnings per Acacia Share or per share of common stock of Eagle,
as appropriate.
Hard copies
Acacia Shareholders may request a hard copy of this Announcement
and any information incorporated into it by reference to another
source in hard copy form by writing to Acacia Pharma Group PLC, The
Officers' Mess Royston Road, Duxford, Cambridge, England, CB22 4QH
or by calling Anne-Marie Elsley, the Company Secretary, on +44 1223
919760, during normal business hours. A hard copy of this
Announcement will not be sent unless so requested. Acacia
Shareholders may also request that all future documents,
announcements and information sent in relation to the Scheme should
be sent in hard copy form, again by writing to the address set out
above or by calling the telephone number above.
Attachment
-- Scheme Document Publication Announcement
https://ml-eu.globenewswire.com/Resource/Download/9a135b1b-ce63-46ed-9f96-1ef63ac96822
(END) Dow Jones Newswires
April 27, 2022 06:00 ET (10:00 GMT)
Copyright (c) 2022 Dow Jones & Company, Inc.
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