Aura Renew Acq Regulatory News (ARA)

19 Feb 2008 07:01

Ardana PLC19 February 2008 Ardana plc PROPOSED SALE OR MERGER OF THE COMPANY Edinburgh, UK, February 19, 2008: Ardana plc (LSE:ARA), the emergingpharmaceutical company focused on the discovery, development and marketing ofinnovative products to improve human reproductive health, today announces thatit is seeking to sell or merge the Company in order that the value of itspipeline can be maximised. Piper Jaffray Ltd. has been appointed to advise theCompany in connection with this process. Separately Ardana has today issued its Interim Management Statement for theperiod 1 October 2007 to 31 December 2007 which also details a restructuringprogramme 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 aresult of which the Board has directed the Company's efforts and resources onthe high-value, nearer term opportunities in Ardana's pipeline, such asTeverelix LA and Testosterone Cream. Ardana has reported positive clinicalresults in both these product candidates during the period and believes thatthey both have substantial commercial potential. Partnering discussionscontinue on the co-development of Teverelix LA and for the co-development andcommercialisation of Testosterone Cream in the USA. Interest has also beenexpressed for other assets within the Company's portfolio of clinical products. Following the strategic review announcement, Ardana has had consultations withits major shareholders to explore the options available to the Company torealise increased value for its pipeline. As a result of these discussions andthe prevailing market conditions, the Board has concluded that shareholder valueis more likely to be maximised through seeking a sale or merger partner whichwill be better placed to fund the Company's extensive clinical developmentportfolio. Ardana also announces a restructuring of the business to reduce the Company'scash commitments and enhance the Company's position in future discussions withpotential sale or merger partners. The Company operates a 'virtual' businessmodel which has resulted in a low cost base such that most activity and cost isborne by the research and clinical development programmes. The specific impactof the restructuring on the Company's clinical programme and the Company as awhole 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 bescaled 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 8550Dr Huw Jones, Chief Executive OfficerGraham Lee, Chief Financial Officer Financial Dynamics Tel: +44 (0)20 7831 3113Julia Phillips/Emma Thompson Piper Jaffray Ltd. Tel: +44 (0)20 3142 8700Neil 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 ServicesAuthority, is acting exclusively for Ardana and for no-one else in connectionwith the matters referred to in this announcement and will not be responsible toanyone other than Ardana for providing the protections afforded to customers ofPiper Jaffray nor for giving advice in relation to the matters referred to inthis 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 has65,511,729 ordinary shares of 1 pence each in issue under the ISIN codeGB00B065JS90. 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 "relevantsecurities" of Ardana plc, all "dealings" in any "relevant securities" of thatcompany (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the offer becomes, or is declared, unconditional as to acceptances, lapsesor 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" ofArdana plc, they will be deemed to be a single person for the purpose of Rule8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" 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 theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Takeover Panel's website. If you are in any doubt as to whether or notyou are required to disclose a "dealing" under Rule 8, you should consult theTakeover Panel." Ardana plc (LSE: ARA) is an emerging pharmaceutical company focused on thediscovery, development and marketing of innovative products to improve humanreproductive 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