1 May 2020 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
1 May 2020
Recommended Mandatory Cash Offer
by
RM Special Holdings 3, LLC ("Redmile"),a special purpose vehicle wholly-ownedby funds managed or advised by Redmile Group, LLC
for the entire issued and to be issued ordinary share capital of
Redx Pharma PLC ("Redx")
not already held or agreed to be acquired by Redmile
Offer Closed
Introduction
On 9 April 2019, Redmile published an offer document (the "Offer Document") setting out the full terms and conditions of its recommended cash offer to acquire the entire issued and to be issued share capital of Redx not already held or agreed to be acquired by Redmile.
As set out in the Offer Document, as at the Last Practicable Date prior to the publication of the Offer Document, Redmile owned a total of 110,689,734 Redx Shares, representing approximately 58.25 per cent. of the ordinary share capital of Redx in issue. As a result of Redmile holding more than 50 per cent. of the ordinary share capital of Redx, the Offer was wholly unconditional when made. Accordingly, Redmile has the right to close the Offer without further notice on the First Closing Date (being 1.00pm (London time) on 30 April 2020) or any subsequent closing date.
Unless otherwise stated, the terms used in this Announcement have the same meanings as given to them in the Offer Document.
Offer Closure
The deadline for acceptance of the Offer (being 1:00 p.m. (London time) on 30 April 2020 as set out in the Offer Document) has now passed, and as such the Offer is now closed to acceptances and the Offer Period (as such term is defined in the Offer Document) has now ended.
Level of Acceptances and Ownership
As at 1.00 p.m. (London time) on 30 April 2020, valid acceptances in respect of the Offer had been received by or on behalf of Redmile in respect of 63,673,863 Redx Shares representing approximately 33.51% per cent. of the existing issued share capital of Redx. Together with Redx Shares acquired by Redmile other than through the Offer (as set out in the Offer Document as at the Last Practicable Date prior to the publication of the Offer Document), as at 1:00 p.m. (London time) on 30 April 2020, Redmile either owned or had received valid acceptances of the Offer in respect of a total of 174,363,597 Redx Shares representing approximately 91.76 per cent. of the existing issued share capital of Redx.
Redmile believes, so far as it is aware, that the acceptances in respect of the Offer include a total of 770,000 Redx Shares, representing in aggregate, approximately 0.41 per cent. of the existing issued share capital of Redx, which were subject to irrevocable undertakings given by Redx Directors to accept the Offer received by Redmile.
None of the acceptances in respect of the Offer have been received from persons acting in concert with Redmile. So far as Redmile is aware, Redmile has no outstanding irrevocable undertakings.
Save as disclosed above, neither Redmile nor any person acting in concert with Redmile has:
(a) any interest in, or right to subscribe in respect of, or any short position in relation to Redx relevant securities, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Redx relevant securities; or
(b) borrowed or lent any Redx relevant securities (including any financial collateral arrangements), save for any borrowed shares which have been either on-lent or sold.
The percentages of Redx Shares referred to in this Announcement are based on a figure of 190,008,703 Redx Shares in issue on 9 April 2020.
Settlement of Cash Consideration
As set out in the Offer Document, settlement of the cash consideration to which any Redx Shareholder is entitled under the Offer will be effected in the case of acceptances received, valid and complete by the First Closing Date, within 14 days of such date.
No cash consideration will be sent to an address in a Restricted Jurisdiction.
Enquiries
Redmile +1 415 489 9980
SPARK Advisory Partners Limited (Financial Adviser to Redmile) +44 20 3368 3552
Matt Davis
Important notices relating to the financial advisers
Spark Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Redmile and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Redmile for providing the protections afforded to clients of Spark Advisory Partners Limited or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to in this Announcement. Neither Spark Advisory Partners Limited nor any of its partners, directors, officers, employees or agents 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 Spark Advisory Partners Limited in connection with this Announcement, any statement contained herein, the Offer or otherwise. Spark Advisory Partners Limited has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name in the form and context in which it appears.
Further information
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, ANY OFFER TO SELL OR ANY INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
THE OFFER IS BEING IMPLEMENTED SOLELY BY MEANS OF THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE, WHICH CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). REDX SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF APPLICABLE) CAREFULLY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION RELATING TO THE OFFER.
No person has been authorised to make any representations on behalf of Redmile concerning the Offer which are inconsistent with the statements contained herein, and any such representations, if made, may not be relied upon as having been so authorised.
No person should construe the contents of this Announcement as legal, financial or tax advice and any interested person should consult its own advisers in connection with such matters.
Redx Shareholders outside the United Kingdom
The availability of the Offer and the release, publication and distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any such applicable requirements.
Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this Announcement, the Offer Document, the Form of Acceptance and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.
The receipt of cash pursuant to the Offer by Redx Shareholders may be a taxable transaction under applicable national, state or local, as well as foreign and other, tax laws. Each Redx Shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Offer.
This Announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.
The Offer is not being, and will not be, made directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this Announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.
Additional information for US investors
The Offer is being made for shares of an English company that is not registered under the US Exchange Act of 1934 (the "Exchange Act") and is subject to UK disclosure requirements, which are different from those of the United States.
The Offer will not be submitted to the review or registration procedures of any regulator outside of the UK and has not been approved or recommended by any governmental securities regulator. The Offer is being made in reliance on the Tier 1 exemption from certain requirements of the US securities laws and is governed by laws, regulations and procedures of a non-US country that are different from those of the United States. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law. To the extent, if any, that the Offer is subject to the US securities laws, they only apply to holders of Redx Shares in the United States and no other person has any claims under such laws.
It may be difficult or impossible for US holders of Redx Shares to enforce their rights and claims, if any, arising out of the US federal securities laws, since Redx is located in a country other than the United States. US holders of Redx Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the Exchange Act, Redmile or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Redx outside the US, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website, www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer of its Redx Shares pursuant to the Offer will likely be a taxable transaction for United States federal income tax purposes. Each Redx Shareholder is urged to consult his or her independent professional advisor immediately regarding the tax consequences of acceptance of the Offer applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication of this Announcement and availability of hard copies
A copy of this Announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Redx's website at https://www.redxpharma.com/investors/investor-centre/ and on Redmile's website at www.redmilegrp3.com by no later than 12 noon (London time) on the first Business Day after the date of this Announcement.
Neither the content of Redmile's nor Redx's websites nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this Announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.
In addition, in accordance with Rule 30 of the Takeover Code, a hard copy of this Announcement and any information incorporated by reference in this Announcement may be requested by contacting SPARK Advisory Partners on info@sparkapl.com.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.