Re Proposed Disposal
19 2월 2008 - 4:02PM
UK Regulatory
RNS Number:2647O
Ardana PLC
19 February 2008
Ardana plc
PROPOSED SALE OR MERGER OF THE COMPANY
Edinburgh, UK, February 19, 2008: Ardana plc (LSE:ARA), the emerging
pharmaceutical company focused on the discovery, development and marketing of
innovative products to improve human reproductive health, today announces that
it is seeking to sell or merge the Company in order that the value of its
pipeline can be maximised. Piper Jaffray Ltd. has been appointed to advise the
Company in connection with this process.
Separately Ardana has today issued its Interim Management Statement for the
period 1 October 2007 to 31 December 2007 which also details a restructuring
programme to reduce the Company's cash commitments (see separate press release).
Proposed Sale or Merger of the Company and associated restructuring
In December 2007 the Company announced the results of a strategic review as a
result of which the Board has directed the Company's efforts and resources on
the high-value, nearer term opportunities in Ardana's pipeline, such as
Teverelix LA and Testosterone Cream. Ardana has reported positive clinical
results in both these product candidates during the period and believes that
they both have substantial commercial potential. Partnering discussions
continue on the co-development of Teverelix LA and for the co-development and
commercialisation of Testosterone Cream in the USA. Interest has also been
expressed for other assets within the Company's portfolio of clinical products.
Following the strategic review announcement, Ardana has had consultations with
its major shareholders to explore the options available to the Company to
realise increased value for its pipeline. As a result of these discussions and
the prevailing market conditions, the Board has concluded that shareholder value
is more likely to be maximised through seeking a sale or merger partner which
will be better placed to fund the Company's extensive clinical development
portfolio.
Ardana also announces a restructuring of the business to reduce the Company's
cash commitments and enhance the Company's position in future discussions with
potential sale or merger partners. The Company operates a 'virtual' business
model which has resulted in a low cost base such that most activity and cost is
borne by the research and clinical development programmes. The specific impact
of the restructuring on the Company's clinical programme and the Company as a
whole are summarised as follows:
* Teverelix LA: the current Phase II programmes in prostate cancer and BPH
have now been completed and positive preliminary results were announced last
year; further planned development programmes will not be initiated; and
* Testosterone Cream: a Phase III study in the USA commenced in 2007 and
enrolment is now complete. In addition, differentiation studies, from which
positive preliminary results were announced at the end of last year, will be
completed. Further activity is on hold.
All other development, manufacturing, commercial and overhead activities will be
scaled back or halted bearing in mind the Company's contractual obligations,
reducing both cash commitments and headcount.
Enquiries:
Ardana plc Tel: +44 (0)131 226 8550
Dr Huw Jones, Chief Executive Officer
Graham Lee, Chief Financial Officer
Financial Dynamics Tel: +44 (0)20 7831 3113
Julia Phillips/Emma Thompson
Piper Jaffray Ltd. Tel: +44 (0)20 3142 8700
Neil Mackison/James Steel
Further information on Ardana can be found on the Company's website:
www.ardana.co.uk
Piper Jaffray, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for Ardana and for no-one else in connection
with the matters referred to in this announcement and will not be responsible to
anyone other than Ardana for providing the protections afforded to customers of
Piper Jaffray nor for giving advice in relation to the matters referred to in
this announcement.
The City Code on Takeovers and Mergers (the "City Code")
1) Rule 2.10 of the City Code
In accordance with Rule 2.10 of the City Code, the Company confirms that it has
65,511,729 ordinary shares of 1 pence each in issue under the ISIN code
GB00B065JS90.
2) Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Ardana plc, all "dealings" in any "relevant securities" of that
company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an "interest" in "relevant securities" of
Ardana plc, they will be deemed to be a single person for the purpose of Rule
8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Ardana plc by Ardana plc, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Takeover Panel's website. If you are in any doubt as to whether or not
you are required to disclose a "dealing" under Rule 8, you should consult the
Takeover Panel."
Ardana plc (LSE: ARA) is an emerging pharmaceutical company focused on the
discovery, development and marketing of innovative products to improve human
reproductive health, a $25.5 billion market.
Ardana's lead products are summarised below:
* Teverelix LA, in development for three initial indications (prostate
cancer, benign prostatic hyperplasia and endometriosis);
* ARD-0705 a growth hormone secretagogue in Phase III for the diagnosis of
growth hormone deficiency in adults;
* Testosterone Cream, a transdermal testosterone delivery system in
development for the treatment of male hypogonadism, in Phase III trials;
* Emselex(R), a once a day treatment for the symptoms of overactive bladder
syndrome, which Ardana has exclusive UK marketing and promotion rights and
is being distributed in collaboration with Novartis UK Limited;
* Striant(TM) SR, a testosterone replacement therapy that has been launched by
Ardana through its own sales force in the UK and through marketing partners
in certain European countries, as a treatment for men with confirmed
hypogonadism; and
* Invicorp(TM), an injectable combination drug treatment for erectile
dysfunction, for which Ardana has marketing and manufacturing rights in
Europe and has been launched in Denmark.
For further information please see www.ardana.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange
END
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