Arix Bioscience PLC (ARIX)
Update on the Scheme and Resignation of Directors
22-Jan-2024 / 07:00 GMT/BST
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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 INT 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
RECOMMED 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
USD57.1 million in cash (equivalent to GBP1.37 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:
+44 (0)20 7290 1050
Arix Bioscience plc
ir@Arixbioscience.com
Jefferies (Financial Adviser & Corporate Broker to Arix) +44 20 7029 8000
Philip Yates
Simon Hardy
Shaam Vora
Powerscourt Group (PR & Communications adviser to Arix) +44 20 7250 1446
Sarah MacLeod
Pete Lambie
Nick Johnson
Molly Ring
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.
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[1] Based on a USD:GBP FX rate of 0.7900 as at 17 January
2024.
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Dissemination of a Regulatory Announcement, transmitted by EQS
Group. The issuer is solely responsible for the content of this
announcement.
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ISIN: GB00BD045071
Category Code: MSCM
TIDM: ARIX
LEI Code: 213800OVT3AHQCXNIX43
OAM Categories: 3.1. Additional regulated information required to be disclosed under the laws of a Member State
Sequence No.: 298669
EQS News ID: 1819439
End of Announcement EQS News Service
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(END) Dow Jones Newswires
January 22, 2024 02:00 ET (07:00 GMT)
Grafico Azioni Arix Bioscience (LSE:ARIX)
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Grafico Azioni Arix Bioscience (LSE:ARIX)
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