23 Sep 2019 14:15
23 September 2019
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Amryt Pharma plc
("Amryt" or the "Company")
Transaction Update
Court Sanction of the Scheme of Arrangement
Amryt, a biopharmaceutical company focused on developing and delivering innovative new treatments to help improve the lives of patients with rare or orphan diseases, is pleased to announce that the Scheme has been sanctioned by the High Court of Justice in England and Wales and the Scheme Court Order is expected to be filed with the Registrar of Companies on 24 September 2019, at which point the Scheme will become effective.
As part of the Transaction and pursuant to the Scheme, a new English group holding company, Amryt Pharma Holdings plc ("New Amryt"), which will be re-named Amryt Pharma plc on completion of the Transaction, is to be inserted as the parent company of the Amryt group.
Amryt confirms that the Scheme Record Time will be 8.00 p.m. today, 23 September 2019. Scheme Shareholders on Amryt's register of members at the Scheme Record Time will, subject to the Scheme becoming effective, become entitled to receive New Amryt Shares pro rata to their existing holding at the Scheme Record Time. Furthermore, upon the Scheme becoming effective, Scheme Shareholders on Amryt's register of members at the CVR Record Time, which was 8.00 p.m. on 20 September 2019, will be entitled to receive three types of contingent value rights ("CVRs") in New Amryt for each Amryt Share held at that time. The CVRs are also being issued to Optionholders pro rata their existing holding of Options at the Scheme Record Time. Pursuant to the terms of the CVRs an aggregate amount of up to $85 million may become payable to the holders of CVRs if certain approvals and revenue milestones are met in relation to one of Amryt's principal clinical development products, AP101.
There has been no change to the expected timetable of principal events set out in the announcement issued by Amryt on 27 August 2019. Accordingly, today is the last day of dealings in, and registration of transfers of, Amryt Shares on AIM and Euronext Growth and no transfers will be registered after the Scheme Record Time. It is anticipated that dealings in Amryt Shares on AIM and Euronext Growth will be suspended from 7.30 a.m. tomorrow, 24 September 2019. Subject to the Scheme becoming effective and completion of the Acquisition, it is expected that admission of the Amryt Shares to AIM and Euronext Growth will be cancelled at 7.00 a.m. on 25 September 2019 and that the admission of New Amryt's Enlarged Share Capital to trading on AIM and Euronext Growth will take place and dealings will commence at 8.00 a.m. on 25 September 2019.
Applications have been made to the London Stock Exchange and Euronext Dublin for the Enlarged Share Capital of New Amryt (which includes the New Amryt Shares issued to Scheme Shareholders pursuant to the Scheme, the Consideration Shares issued pursuant to the Acquisition and the Equity Raise Shares) to be admitted to trading on AIM and Euronext Growth, respectively. It is expected that admission of the New Amryt Shares will become effective, and dealings in the New Amryt Shares will commence, at 8.00 a.m. on 25 September 2019.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the meanings set out in admission document published by the Company on 27 August 2019.
Enquiries:
Amryt Pharma plc | +353 (1) 518 0200 |
Joe Wiley, CEO Rory Nealon, CFO/COO |
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Shore Capital | +44 (0) 20 7408 4090 |
NOMAD and Joint Broker |
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Edward Mansfield, Mark Percy, Daniel Bush, John More |
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Stifel | +44 (0) 20 7710 7600 |
Joint Broker |
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Jonathan Senior, Ben Maddison |
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Davy | +353 (1) 679 6363 |
ESM Adviser and Joint Broker |
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John Frain, Daragh O'Reilly |
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Consilium Strategic Communications | +44 (0) 20 3709 5700 |
Amber Fennell, Matthew Neal, David Daley |
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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 as an adjunct to a low-fat diet and other lipid-lowering medicinal products 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.
Amryt is the marketing authorisation holder and has an exclusive licence from Aegerion to sell Lojuxta® (lomitapide) across the European Economic Area, Israel, the Middle East and North Africa, Russia, Switzerland, Turkey, 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 the Directors believe that the study will be fully enrolled by end of H2 2019. The European and US market opportunity for EB is estimated by the Directors 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. The Directors believe that this Transaction will advance Amryt's ambition to create a global leader in rare and orphan disease 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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