ARIX.L Regulatory News (ARIX)

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:

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.

[1] Based on a USD:GBP FX rate of 0.7900 as at 17 January 2024.