THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER TO
SELL, OR THE SOLICITATION OF AN OFFER TO ACQUIRE, ANY SECURITIES IN
THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA) OR ANY
OTHER JURISDICTION IN WHICH ANY OFFER, SOLICITATION OR SALE OF
SECURITIES WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NO SECURITIES
MAY BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR
AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. ANY PUBLIC
OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE
BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER (OR,
IF APPLICABLE, A SELLING SECURITY HOLDER) AND THAT WILL CONTAIN
DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS
FINANCIAL STATEMENTS. RTW BIOTECH OPPORTUNITIES LTD DOES NOT INTEND
TO MAKE ANY PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT SHALL FORM THE BASIS
OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO
ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER.
FOR IMMEDIATE RELEASE
Legal Entity Identifier: 213800OVT3AHQCXNIX43
22 January 2024
RECOMMENDED ALL-SHARE ACQUISITION OF
THE ASSETS OF
ARIX BIOSCIENCE PLC
("Arix")
BY
RTW BIOTECH OPPORTUNITIES LTD ("RTW
Bio")
Update on the Scheme and Resignation
of Directors
On 1 November 2023, the boards of RTW Bio and Arix announced
(the "Original
Announcement") that they had agreed to the terms of a
recommended all-share acquisition of Arix's assets by RTW Bio, via
a subsidiary, to be effected through a scheme of reconstruction and
the voluntary winding-up of Arix under section 110 of the
Insolvency Act 1986 (the "Scheme").
On 5 January 2024, Arix published a circular in relation to
the Scheme (the "Circular"), which contains, amongst
other things, the full terms and conditions of the Scheme, a letter
from the Chairman of Arix, an expected timetable of principal
events, notice of the First General Meeting and details of the
actions to be taken by Shareholders entitled to vote at the First
General Meeting.
Arix announces that, on 15 January 2024, RTW OpCo received
written confirmation from the FCA confirming that it has approved
the proposed change of control of Arix following the Share
Purchase. Accordingly, the condition to the Scheme set out in
paragraph 12.1(c) of Part IV of the Circular has now been
satisfied. The Share Purchase completed on 19 January 2024,
pursuant to which RTW OpCo acquired 33,023,210 Shares from Merton
Acquisition HoldCo LLC, a wholly owned subsidiary of Acacia
Research Corporation (representing an approximately 25.5 per cent.
interest in the Company), for $57.1 million in cash (equivalent to
£1.37 in cash per Share).[1]
As set out in the Original Announcement, Maureen O'Connell
and Isaac Kohlberg have resigned from the Arix Board with effect
upon the completion of the Share Purchase.
Arix also notes the voting recommendations recently published
by two leading proxy advisor firms, in relation to the First
General Meeting, each of which recommend that Shareholders vote in
favour of the Resolution that has been proposed to, amongst other
things, approve the Scheme.
Arix expects to publish the Shareholder circular, which will
contain the notice of the Second General Meeting, later this week.
A further announcement will be made in relation to this in due
course.
Capitalised terms used but not defined in this announcement
have the meanings given to them in the Circular.
Enquiries:
Arix Bioscience plc
|
+44 (0)20 7290 1050
ir@Arixbioscience.com
|
|
|
Jefferies (Financial Adviser &
Corporate Broker to Arix)
|
+44 20 7029 8000
|
Philip Yates
Simon Hardy
|
|
Shaam Vora
|
|
|
|
Powerscourt Group (PR &
Communications adviser to Arix)
|
+44 20 7250 1446
|
Sarah MacLeod
|
|
Pete Lambie
|
|
Nick Johnson
Molly Ring
|
|
|
|
Important information
Jefferies International Limited ("Jefferies"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Arix and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Arix for providing the protections afforded to clients
of Jefferies nor for providing advice in relation to any matter
referred to in this announcement or any transaction or arrangement
referred to herein. Neither Jefferies nor any of its affiliates
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
Jefferies in connection with this announcement, any statement
contained herein, any transaction or arrangement referred to
herein, or otherwise.
Notice to US Shareholders in
Arix
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities of 1933, as
amended (the "Securities
Act"), any state securities laws or the securities
laws of any other jurisdiction and may not be offered or sold in
the United States or to any "U.S. persons" (as defined in Rule 902
under the Securities Act), except pursuant to an applicable
exemption from registration. No public offering of securities is
being made in the United States.
The Consideration Shares will be offered and sold for
investment purposes only in the United States or to U.S. Persons
(as such terms are defined in Rule 902 of Regulation S promulgated
under the Securities Act) under the exemption from registration
provided by Section 4(a)(2) of the Securities Act and/or Regulation
D promulgated thereunder and in compliance with the applicable
securities laws of each state or other jurisdiction in which the
offering will be made. Each
prospective investor that is within the United States or that is a
U.S. Person (as such term is defined in Rule 902 of Regulation S
promulgated under the Securities Act) must be both (i) an
"accredited investor" as defined in Rule 501(a) of Regulation D of
the Securities Act and (ii) a (A) "qualified purchaser" as the term
is defined under Section 2(a)(51) of the U.S. Investment Company
Act of 1940, as amended (the "1940 Act"), and the rules and
regulations promulgated thereunder or (B) "knowledgeable employee"
as such term is defined in Rule 3c-5(a)(4) promulgated under the
1940 Act. Consideration Shares will be offered and sold outside of
the United States to investors that are not U.S. Persons in
accordance with Regulation S under the Securities Act.
RTW Bio is not registered, and does not intend to be subject
to registration, as an investment company under the 1940 Act in
reliance upon one or more exclusions or exemptions from
registration thereunder. U.S. Shareholders of Arix will be
requested to execute an investor letter ("AI/QP Investor Letter"). AI/QP
Investor Letters will contain representations and restrictions on
transfer designed to assure that the conditions of such exclusions
or exemptions will be met. Investors
in RTW Bio will therefore not receive the protections afforded by
the 1940 Act to investors in a registered investment
company. RTW Bio will not make a
public offering of the Consideration Shares to satisfy the
exclusion from registration as an investment company under the 1940
Act. If RTW Bio is deemed to be an
investment company and therefore is required to register under the
1940 Act, such requirement could prohibit RTW Bio from operating in
its intended manner and could have a material adverse effect on RTW
Bio.
The Consideration Shares are subject to restrictions on
transferability and resale and may not be transferred or resold
except as permitted under the Securities Act, the 1940 Act and any
applicable state and other securities laws, pursuant to
registration or an exclusion or exemption
therefrom. The transferability of
the Consideration Shares will be further restricted by the terms of
the AI/QP Investor Letter, and any re-offer or resale of any
Consideration Shares in the United States or to U.S. Persons may
constitute a violation of U.S.
law. U.S. Shareholders of Arix
should be aware that they may be required to bear the financial
risks of any investment in RTW Bio for an indefinite period of
time. RTW Bio reserves the right to
refuse to accept any subscriptions, resales or other transfers of
Consideration Shares to U.S. Persons or to any person, including on
the basis that doing so would risk RTW Bio's loss of an exclusion
or exemption under U.S. securities laws (e.g., the Securities Act
and the 1940 Act). RTW Bio further reserves the right to require
the transfer or redemption of Consideration Shares held by any
person for any reason, including circumstances that may prejudice
the tax status of RTW Bio, may cause RTW Bio to be in violation of
the Securities Act, the 1940 Act or any applicable state securities
act or may cause RTW Bio to suffer any pecuniary, fiscal or
administrative disadvantage which may be unlawful or detrimental to
the interests or well-being of RTW Bio.
General
If you are in any doubt about the contents of this
announcement or the action you should take, you are recommended to
seek your own independent financial advice immediately from your
stockbroker, bank manager, solicitor or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.