13 Sep 2019 07:00
13 September 2019
AIM: AMYTEuronext Growth: AYP
Amryt Pharma plc
("Amryt" or the "Company")
Further circular to shareholders in relation to the acquisition of Aegerion Pharmaceuticals Inc and the approval of a waiver of obligations under Rule 9 of the Takeover Code
On 12 September 2019, Amryt posted a further circular to shareholders in the form set out below.
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser (being, in the case of persons resident in the United Kingdom, an organisation or firm authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") or, in the case of persons resident in Ireland, an organisation or firm authorised or exempted pursuant to the Irish Investment Intermediaries Act 1995 or the Irish Stock Exchange Act 1995) immediately. The whole of the text of this document should be read. Investment in the Company and, following the Scheme becoming Effective, New Amryt is speculative and involves a high degree of risk.
If you have sold or transferred your Amryt Shares you should send this document together with the enclosed Forms of Proxy at once to the purchaser or transferee or the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
This document is further to the admission document published on 27 August 2019 (the "Admission Document"). Terms defined in the Admission Document bear the same meanings where used herein.
The Company, whose registered office appears below, and the Current Directors, accept responsibility, both individually and collectively, for the information (including any expressions of opinion) contained in this document. To the best of the knowledge and belief of the Company and the Current Directors (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
Amryt Pharma plc
(incorporated and registered in England and Wales under the Companies Act 1985with registered number 05316808)
Directors | Registered Office |
Harry Stratford (Non-executive Chairman) | Dept 920a |
Joseph Wiley (Chief Executive Officer) | 196 High Road |
Rory Nealon (Chief Financial Officer and Chief Operating Officer) | Wood Green |
James Culverwell (Non-executive Director) | London |
Ray Stafford (Non-executive Director) | N22 8HH |
Markus Zeiner (Non-executive Director) | |
12 September 2019 |
Dear Shareholder,
As stated in the Admission Document, the Company is, and following Closing New Amryt will be, subject to the Takeover Code.
As stated in paragraph 14 of Part 1 of the Admission Document, the maximum potential interests (expressed as percentages) of the Athyrium Funds in the Enlarged Share Capital in the scenarios outlined in the Admission Document was summarised as follows:
Athyrium Funds' interests
Variable 1Scenario 2 under the Equity Raise(%) | Variable 2The Athyrium Funds convert all of their Convertible Notes into New Amryt Shares(%) | Variable 3All Aegerion Creditors other than the Athyrium Funds take New Warrants (%) |
25.7 | 34.8 | 57.9 |
As stated in the Admission Document, the Panel has agreed to waive the obligation on the Athyrium Funds (as parties acting in concert) to make a general offer for New Amryt under Rule 9 of the Takeover Code conditional, inter alia, on independent Shareholder approval taken on a poll being obtained for such waiver. Without a waiver of the obligation under Rule 9, the Transaction and the subscription by Athyrium under the Equity Raise and the exercise by the Athyrium Funds of their conversion rights under the Convertible Notes would oblige the Athyrium Funds (as parties acting in concert) to make an offer to all Shareholders to acquire all of the New Amryt Shares under Rule 9 of the Takeover Code if the interests of the Athyrium Funds reached or exceeded 30 per cent. The Acquisition is conditional on the Waiver being obtained.
On the basis that only one or two Aegerion Creditors have expressed a desire to take New Warrants in lieu of New Amryt Shares, the Current Directors believe it highly unlikely that the Athyrium Funds will hold over 50 per cent. of the Enlarged Share Capital. However, were Variable 3 (as described on page 30 of the Admission Document) to occur, or were the Athyrium Funds to hold more than 50 per cent. of the Enlarged Share Capital, the Athyrium Funds would be entitled to acquire further interests in New Amryt Shares without incurring any further obligation under Rule 9 to make a general offer for New Amryt.
If, following Closing, the Athyrium Funds have an interest in less than 50 per cent. of the Enlarged Share Capital, Rule 9 of the Takeover Code will continue to apply to the Athyrium Funds, requiring a general offer to be made to all Shareholders if Athyrium (or persons acting in concert with it) acquires New Amryt Shares in addition to those which are the subject of the Waiver Resolution.
Save as described above, there has been no material changes to the information contained in the Admission Document and there have been no material changes to any of the matters listed in Rule 27.2(c) of the Takeover Code.
The Company and the Current Directors accept responsibility, both individually and collectively, for the information (including any expressions of opinion) contained in this document. To the best of the knowledge and belief of the Company and the Current Directors (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
As stated in the Admission Document, the Current Directors, who have been so advised by Shore Capital, consider that the Transaction, the Scheme, the issue of the CVRs and the Waiver are fair and reasonable and in the best interests of Shareholders and the Company as a whole. In providing advice to the Current Directors, Shore Capital has taken into account the Current Directors' commercial assessments.
Accordingly, the Current Directors recommend that Shareholders vote in favour of the Resolutions to be proposed at the Shareholder Meetings by signing and returning the Forms of Proxy sent with the Admission Document to the Company's registrars as soon as possible.
Yours faithfully
Harry Stratford
Chairman
All defined terms used in this announcement not otherwise defined have the meanings set out in the Admission Document.
This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014
Enquiries:
Amryt Pharma plc | +353 (1) 518 0200 |
Joe Wiley, CEO Rory Nealon, CFO/COO
| |
Shore Capital | +44 (0) 20 7408 4090 |
NOMAD and Joint Broker | |
Edward Mansfield, Mark Percy, Daniel Bush
| |
Stifel | +44 (0) 20 7710 7600 |
Joint Broker | |
Jonathan Senior, Ben Maddison
| |
Davy | +353 (1) 679 6363 |
ESM Adviser and Joint Broker | |
John Frain, Daragh O'Reilly
| |
Consilium Strategic Communications | +44 (0) 20 3709 5700 |
Amber Fennell, Matthew Neal, David Daley |
About Amryt
Amryt is a biopharmaceutical company focused on developing and delivering innovative new treatments to help improve the lives of patients with rare or orphan diseases.
Lojuxta® is an approved treatment for adult patients with the rare cholesterol disorder - Homozygous Familial Hypercholesterolaemia ("HoFH"). This disorder impairs the body's ability to remove low density lipoprotein ("LDL") cholesterol ("bad" cholesterol) from the blood, typically leading to abnormally high blood LDL cholesterol levels in the body from before birth - often ten times more than people without HoFH - and subsequent aggressive and premature narrowing and blocking of blood vessels. Lojuxta® is indicated as an adjunct to a low-fat diet and other lipid-lowering medicinal products with or without LDL apheresis in adult patients with HoFH.
Amryt is the marketing authorisation holder and has an exclusive licence to sell Lojuxta® (lomitapide) across the European Economic Area, Middle East and North Africa, Switzerland, Turkey, Israel, Russia, the Commonwealth of Independent States and the non-EU Balkan states.
Amryt's lead development candidate, AP101, is a potential treatment for Epidermolysis Bullosa ("EB"), a rare and distressing genetic skin disorder affecting young children and adults for which there is currently no treatment. It is currently in Phase 3 clinical trials and recently reported positive unblinded interim efficacy analysis results and is anticipated will be fully enrolled by end of H2 2019. The European and US market opportunity for EB is estimated to be in excess of $1 billion.
In March 2018, Amryt in-licenced a pre-clinical gene-therapy platform technology, AP103, which offers a potential treatment for patients with Recessive Dystrophic Epidermolysis Bullosa, a subset of EB, and is also potentially relevant to other genetic disorders.
In May 2019, Amryt announced the planned acquisition of Aegerion Pharmaceuticals. This Transaction will put Amryt on the path to creating a rare and orphan disease company with a diversified offering of multiple commercial and development stage assets and will provide it with scale to support further growth. The Transaction will give Amryt an expanded commercial footprint to market two US and EU approved products, lomitapide (Juxtapid® (US/ROW) / Lojuxta® (EU)) and metreleptin (Myalept® (US) / Myalepta® (EU)). Amryt's leadership team already has a deep knowledge of both these products and since December 2016 has successfully commercialized Lojuxta® across Europe and the Middle East.
For more information on Amryt, please visit www.amrytpharma.com.
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