9 Apr 2020 16:47
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
9 April 2020
RECOMMENDED MANDATORY CASH OFFER FOR REDX PHARMA PLC ("REDX")
PUBLICATION OF OFFER DOCUMENT
On 13 March 2020, RM Special Holdings 3, LLC ("Redmile"), a special purpose vehicle, wholly-owned by investment funds managed or advised by Redmile Group, LLC announced the terms of a recommended mandatory cash offer for the entire issued and to be issued share capital of Redx at a price of 15.5 pence per Redx Share (the "Recommended Mandatory Cash Offer").
Redmile and Redx are pleased to announce that the mandatory offer document containing the terms and conditions of the Recommended Mandatory Cash Offer and the procedures for its acceptance (the "Mandatory Offer Document") is being published and posted to the shareholders of Redx today, together with the Form of Acceptance. For information purposes only, the Mandatory Offer Document will also be sent, or made available, to holders of options over Redx shares and persons with information rights.
Acceptances of the Recommended Mandatory Cash Offer must be received by 1.00 p.m. (London time) on 30 April 2020, being the first closing date of the Recommended Mandatory Cash Offer. As announced on 9 April 2020, Redmile owns Redx Shares representing more than 50 per cent. of the ordinary share capital of Redx in issue. The acceptance condition set out in the announcement of the Recommended Mandatory Cash Offer has therefore been satisfied and, accordingly, the Recommended Mandatory Cash Offer is now unconditional in all respects. As a result, Redmile can close the Recommended Mandatory Cash Offer without further notice on the first closing date or any subsequent closing date.
The procedure for acceptance of the Recommended Mandatory Cash Offer is set out in paragraph 16 of Part II of the Mandatory Offer Document and in Parts B and C of Appendix 1 of the Mandatory Offer Document and, in respect of certificated Redx shares, as further described in the Form of Acceptance.
Subject to certain restrictions relating to persons in Restricted Jurisdictions, the Mandatory Offer Document, the other documents set out in paragraph 15 of Appendix V of the Mandatory Offer Document and the other material contacts described in paragraphs 10 and 11 of the Mandatory Offer Document will also be available on Redx's website at https://www.redxpharma.com/investors/investor-centre/ and Redmile's website at www.redmilegrp3.com today and will be available until the end of the offer period.
Further copies of the Mandatory Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA or on 0371 384 2050 (or +44 121 415 0259, if telephoning from outside the UK).
Unless the context otherwise requires or to the extent otherwise defined in this announcement, terms defined in the announcement of the Recommended Mandatory Cash Offer dated 13 March 2020 will have the same meaning when used in this announcement.
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 WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE, WHICH WILL 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 WHEN IT BECOMES AVAILABLE, BECAUSE IT SHALL 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 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.
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 and will be available until the end of the Offer Period.
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.