4
June 2024
PureTech Health
plc
Proposed $100 million Tender
Offer at 250 pence per Ordinary Share
Schedule TO Amendment No.
1
PureTech Health plc
(Nasdaq: PRTC, LSE: PRTC) ("PureTech" or the "Company"), a clinical-stage
biotherapeutics company dedicated to changing the lives of
patients with devastating diseases, today
announces further information in connection with its proposed $100
million tender offer (the "Tender Offer").
The Company has filed a document
titled Schedule TO (Amendment No. 1) with the US Securities and
Exchange Commission ("SEC") in order to provide clarification on
certain matters raised in connection with the Schedule TO which
included as an exhibit the circular to the Company's Shareholders
(the "Circular"). The Schedule TO (Amendment No. 1) is
available on the SEC's website at http://www.sec.gov and on the website set up by the Company for the purposes of
the Tender Offer at https://investors.puretechhealth.com/tender-offer.
The Schedule TO (Amendment No. 1)
provides the following amendments and clarifications:
"The Circular and Items 1 through 9
and 11 of the Schedule TO, to the extent such Items incorporate by
reference the information contained in the Circular, are hereby
amended and supplemented as set forth below. You should read this
Amendment No. 1 together with the Schedule TO and the
Circular.
Except as otherwise set forth in
this Amendment No. 1, the information set forth in the Schedule TO
and the Circular remain unchanged. All capitalized terms used
but not specifically defined in this Schedule TO shall have the
meanings given to such terms in the Circular.
Amendments to the Circular and Items
1 through 9 and Item 11 of the Schedule TO
1. The first
sentence of the fifth paragraph on the cover page of the Circular
is hereby amended and restated in its entirety as
follows:
"The Tender Offer is not being made,
directly or indirectly, in or into, or by use of the mails of, or
by any means or instrumentality (including, without limitation,
facsimile transmission, email and telephone) of interstate or
foreign commerce of, or any facilities of a national securities
exchange of Australia, Canada, Japan, New Zealand, Singapore, the
Republic of South Africa or any other jurisdiction where the
mailing of this Circular or the accompanying documents into or
inside such jurisdiction would constitute violation of the laws of
such jurisdiction ("Restricted Jurisdiction")."
2. The information
under the heading "NOTICE FOR US SHAREHOLDERS AND ADS HOLDERS" on
the cover page of the Circular is hereby amended by deleting the
sixth paragraph under the heading in its entirety, which reads as
follows: "While the Tender Offer is being made available to
Shareholders in the US, the right to tender Ordinary Shares is not
being made available in any jurisdiction in the US in which the
making of the Tender Offer or the right to tender such Ordinary
Shares would not be in compliance with the laws of such
jurisdiction."
3. Section 2.1
("Background to and reasons for the Tender Offer") of Part III
("Letter from the Chair of PureTech Health plc") on page 7 of the
Circular is hereby amended and supplemented by adding the following
sentences at the end of the third paragraph under Section
2.1:
"The Board has determined that an
amount of US$100 million from the proceeds of the Transaction shall
be returned to Shareholders. The Board has further determined that
the net proceeds from the Transaction will be sufficient to pay the
Tender Offer consideration and related fees and expenses, and the
Company has no need or plans for alternative financing plans or
arrangements."
4. Section 9.3
("Notification of Interests") of Part III ("Letter from the Chair
of PureTech Health plc") on page 13 of the Circular is hereby
amended and supplemented by deleting the first paragraph under
Section 9.3 and replacing with the following new paragraphs under
Section 9.3:
"The Company has its Ordinary Shares
admitted to trading on the main market of the London Stock Exchange
and, accordingly, every Shareholder must comply with the
notification and disclosure requirements set out in Chapter 5 of
the Disclosure Guidance and Transparency Rules (as amended and
varied from time to time). Under Chapter 5 of the Disclosure
Guidance and Transparency Rules, a Shareholder is required to
notify the Company of the percentage of its voting rights if the
percentage of voting rights which it holds (directly or indirectly)
reaches, exceeds or falls below three per cent and each one per
cent threshold thereafter up to 100 per cent. A notification must
be made using the form TR1 available in electronic format at the
FCA's website at www.fca.org.uk.
Following the Company's purchase of
Ordinary Shares from Jefferies pursuant to the terms of the Option
Agreement, and regardless of whether a Shareholder tenders any or
all of their Ordinary Shares (including Ordinary Shares represented
by ADSs) pursuant to the terms of the Tender Offer, the number of
Ordinary Shares (including Ordinary Shares represented by ADSs) in
which a Shareholder is interested when taken as a percentage of the
Company's Issued Ordinary Share Capital as a whole may change,
which may give rise to an obligation under Chapter 5 of the
Disclosure Guidance and Transparency Rules on the part of such
Shareholder to notify the Company of their revised interest in
Ordinary Shares when taken as a percentage if such percentage
reaches, exceeds or falls below three per cent and each one per
cent threshold thereafter up to 100 per cent, as soon as possible
and in any case within two trading days of becoming aware or being
deemed to have become aware of such change."
5. Section 5.4 of
Part V ("The Terms and Conditions of the Tender Offer in Respect of
Ordinary Shares") on page 34 of the Circular is hereby amended and
restated in its entirety as follows:
"In particular, the Tender Offer is
not being made directly or indirectly in or into or by use of the
mail or by any means or instrumentality (including, without
limitation, facsimile transmission, telephone and email) of
interstate or foreign commerce of, or of any facility of a national
securities exchange of, a Restricted Jurisdiction."
6. Section 5.5 of
Part V ("The Terms and Conditions of the Tender Offer in Respect of
Ordinary Shares") on page 34 of the Circular is hereby amended and
restated in its entirety as follows:
"Accordingly, copies of this
Circular, the Tender Form and any related documents are not being
and must not be mailed or otherwise distributed or sent in or into
a Restricted Jurisdiction, including to Shareholders with
registered addresses in a Restricted Jurisdiction, or to persons
who are custodians, nominees or trustees holding Ordinary Shares
for persons in a Restricted Jurisdiction."
7. Section 5.6 of
Part V ("The Terms and Conditions of the Tender Offer in Respect of
Ordinary Shares") on page 34 of the Circular is hereby amended and
restated in its entirety as follows:
"Persons receiving such documents
(including, without limitation, custodians, nominees and trustees)
should not distribute, send or mail them in or into a Restricted
Jurisdiction."
8. Section 2.1 of
Part V ("The Terms and Conditions of the Tender Offer in Respect of
Ordinary Shares") of the Circular is hereby amended and
supplemented by inserting the following after paragraph I on page
23 of the Circular, and Part VIII ("Further Information for ADS
Holders") of the Circular is hereby amended and supplemented by
inserting the following after paragraph I on page 58 of the
Circular:
"Jefferies having being satisfied,
acting reasonably, that, at all times up to immediately prior to
the announcement of the results of the Tender Offer, the Company
has complied with its obligations, and is not in breach of any of
the representations and warranties given by it, under the Option
Agreement is a condition of the Tender Offer as set out in
paragraph C above. The Company's obligations under the Option
Agreement are as follows:
•
to furnish Jefferies with as many copies as Jefferies may
reasonably request of the Tender Offer materials, and, prior to
using the Tender Offer materials, to submit copies of such
materials to Jefferies and give reasonable consideration to
Jefferies's comments, if any, thereon;
•
to comply with the Tender Conditions;
•
to effect the Tender Offer so as to comply with applicable law and
regulation;
•
to comply with its obligations under the Depositary Agreement
and the Tender Agency Agreement;
•
to not amend, waive or vary any of the Tender Conditions or the
Depositary Agreement or enter into any other agreement with the
Depositary that is material to the Tender Offer, without prior
consultation with Jefferies;
•
to deliver a legal opinion as to matters of US law to
Jefferies;
•
to pay the fees and expenses in connection with the Tender Offer;
and
•
to promptly notify Jefferies of certain events relating to the
Tender Offer.
The Company's representations and
warranties under the Option Agreement pertain to:
•
incorporation and existence;
•
compliance with applicable law and regulation, and compliance
with applicable law and regulation in connection with the Tender
Offer;
•
having sufficient distributable reserves (in accordance with
section 705 of the Companies Act 2006 of England and Wales) to
satisfy the purchase in full by the Company of the tendered Shares
pursuant to the Option Agreement;
•
required consents, corporate authorities and approvals to implement
the Tender Offer;
•
no conflicts with material agreements;
•
no violation with any material order, judgment or
decree;
•
no breaches of applicable law and regulation in connection with the
Tender Offer materials;
•
the absence of threatened claim, litigation or
investigations;
• the
accuracy in all material respects and absence of misleading
statements in the Tender Offer materials;
•
the absence of "inside information";
•
authorization, execution and delivery and enforceability of
the Option Agreement, the Tender Agency Agreement and the
Engagement Letter;
•
compliance in all material respects with the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder; and
•
eligibility for Tier II relief under the Exchange Act."
9. Section 4.1
("Ordinary Shares in Certificated Form") of Part V ("Terms and
Conditions of the Tender Offer in respect of Ordinary Shares") on
page 33 of the Circular is hereby amended and supplemented by
deleting the first sentence of Section 4.1 and replacing with the
following two sentences:
"Where an accepted tender relates to
Ordinary Shares held in Certificated Form, cheques for the
consideration due will be despatched by the Receiving Agent (on
behalf of Jefferies) by or on Wednesday 3 July 2024 by first class
post to the person or agent whose name and address is set out in
Box 1 of the Tender Form or, if none is set out, to the registered
address of the tendering Shareholder or, in the case of joint
holders, the address of the first named Shareholder. The cheques
will be posted to such address by or on Wednesday 3 July 2024
whether such address is within the UK or outside the
UK."
10. The definition of
"Restricted Jurisdictions" in Part IX ("Definitions") on page 69 of
the Circular is hereby amended and restated in its entirety as
follows:
"Restricted Jurisdictions each and
any of Australia, Canada, Japan, New Zealand, Singapore, the
Republic of South Africa and any other jurisdiction where the
mailing of this Circular or the accompanying documents into or
inside such jurisdiction would constitute a violation of the laws
of such jurisdiction;"
Shareholder Helpline
If you have any questions about the
procedure for tendering Ordinary Shares, please call Computershare
Investor Services PLC on +44 370 707 4040. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 8:30 a.m. - 5:30 p.m., Monday to
Friday, excluding public holidays in England and Wales. Please note
that Computershare Investor Services PLC will be unable to give
advice on the merits of the Tender Offer or to provide financial,
investment or taxation advice.
The Information Agent with respect
to the Tender Offer for ADSs and Ordinary Shares in the United
States is Georgeson LLC. If you are an ADS holder, an ordinary
shareholder, bank, broker or institutional holder in the United
States and have questions on how you can participate in the Tender
Offer, please call the Information Agent at (+1) 866 529 2770 (toll-free)
and (+1) 781 896 6940 (from other countries) from 9 a.m. to 8 p.m. EDT Monday to
Friday, and Saturday from 10 a.m. to 2 p.m. EDT.
Contact:
PureTech Health plc
Public Relations
publicrelations@puretechhealth.com
Investor Relations
IR@puretechhealth.com
Jefferies International Limited
Ed Matthews
+44 (0)20 7548 4107
ematthews1@jefferies.com
Jee Lee
+44 (0)20 7029 8545
Jee.Lee@jefferies.com
UK/EU Media
Ben Atwell, Rob Winder
+44 (0) 20 3727 1000
puretech@fticonsulting.com
US Media
Nichole Bobbyn
+1 774 278 8273
nichole@tenbridgecommunications.com
About PureTech Health
PureTech is a clinical-stage
biotherapeutics company dedicated to giving life to new classes of
medicine to change the lives of patients with devastating diseases.
The Company has created a broad and deep pipeline through its
experienced research and development team and its extensive network
of scientists, clinicians and industry leaders that is being
advanced both internally and through its Founded Entities.
PureTech's R&D engine
has resulted in the development of 29 therapeutics and therapeutic
candidates, including two that have received both
U.S. FDA
clearance and European marketing authorization and
a third (KarXT) that has been filed for FDA approval. A number of
these programs are being advanced by PureTech or its Founded Entities in
various indications and stages of clinical development, including
registration enabling studies. All of the underlying programs and
platforms that resulted in this pipeline of therapeutic candidates
were initially identified or discovered and then advanced by
the PureTech team
through key validation points.
For more information,
visit www.puretechhealth.com or
connect with us on X (formerly Twitter) @puretechh.
Additional Information for U.S. Investors
The Tender Offer qualifies as a
"Tier II" offer in accordance with Rule 14d-1(d) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, as a result, is exempt from certain provisions of otherwise
applicable U.S. statutes and rules relating to tender offers. U.S.
and English law and practice relating to tender offers are
different in certain material respects. The Company intends to rely
on the Tier II exemption from Rule 14e-1(c) on prompt payment where
the Company will follow English law and practice.
This communication is provided for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell any securities of the Company
pursuant to the Tender Offer or otherwise. The Tender Offer will
only be made pursuant to the Circular and other related materials
filed as part of the Tender Offer Statement on Schedule TO, in each
case as may be amended or supplemented from time to time. The
Company's security holders are advised to carefully read these
documents, and any amendments to these documents, in their entirety
before making any decision with respect to the Tender Offer,
because these documents will contain important information.
The Company's security holders may obtain copies of these
documents and other documents filed with the SEC for free at the
SEC's website at www.sec.gov.
In addition, the Company will provide copies of such documents free
of charge to its security holders.
In accordance with normal market
practice in the UK and pursuant to Rule 14e-5(b)(12) under the
Exchange Act, the Company or its nominees or brokers or Jefferies
or its affiliates may from time to time make certain purchases of,
or arrangements to purchase Ordinary Shares outside the United
States, otherwise than pursuant to the Tender Offer, before or
during the period in which the Tender Offer remains open for
acceptance, such as in open market purchases at prevailing prices
or privately negotiated purchases at negotiated prices. Such
purchases, or arrangements to purchase will comply with all
applicable rules in the UK, including the Listing Rules of the FCA
and the Admission and Disclosure Standards of the London Stock
Exchange. Any information about such purchases will be disclosed as
required in the UK and the US and, if required, will be reported
via a Regulatory Information Service and will be available to all
investors (including US investors) on the London Stock Exchange
website at www.londonstockexchange.com.
The receipt of cash pursuant to the
Tender Offer by a Shareholder who is a US person may be a taxable
transaction for US federal income tax purposes. The Circular sets
out a guide to certain US tax consequences of the Tender Offer for
Shareholders under current US law. However, each such Shareholder
should consult and seek individual advice from an appropriate
professional adviser.
Neither the United States Securities
and Exchange Commission nor any US state securities commission has
approved or disapproved of this transaction or passed upon the
merits of fairness of such transaction or passed upon the adequacy
of the information contained in this announcement. Any
representation to the contrary is a criminal offence.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements contained
in this press release that do not relate to matters of historical
fact should be considered forward-looking statements, including
without limitation statements that relate to our expectations
around our therapeutic candidates and approach towards addressing
major diseases, our future prospects, developments, and strategies,
and statements regarding the intent, belief
or current expectations regarding the Tender
Offer. The forward-looking statements are
based on current expectations and are subject to known and unknown
risks, uncertainties and other important factors that could cause
actual results, performance and achievements to differ materially
from current expectations, including, but not limited to, those
risks, uncertainties and other important factors described under
the caption "Risk Factors" in our Annual Report on Form 20-F for
the year ended December 31, 2023 filed with the SEC and in our
other regulatory filings. These forward-looking statements are
based on assumptions regarding the present and future business
strategies of the Company and the environment in which it will
operate in the future. Each forward-looking statement speaks only
as at the date of this press release. Except as required by law and
regulatory requirements, we disclaim any obligation to update or
revise these forward-looking statements, whether as a result of new
information, future events or otherwise.
Other Important Notices
This announcement is neither an
offer to purchase nor a solicitation of an offer to sell Ordinary
Shares (including Ordinary Shares represented by ADSs). The Tender
Offer is made only pursuant to the Circular, the related Tender
Form with respect to the Ordinary Shares and the related Letter of
Transmittal with respect to the ADSs. The Tender Offer is not being
made to, holders of Ordinary Shares (including Ordinary Shares
represented by ADSs) residing in any jurisdiction in which the
making of the Tender Offer would not be in compliance with the laws
of that jurisdiction. In any jurisdiction where the securities,
"blue sky", or other laws require the Tender Offer to be made by a
licensed broker or dealer, the Tender Offer will be deemed to be
made on behalf of Jefferies International Limited by one or more
registered brokers or dealers licensed under the laws of such
jurisdiction.
Jefferies, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom
("FCA"), is acting exclusively for the Company as financial advisor
and broker in connection with the Tender Offer and is not, and will
not be, responsible to anyone other than the Company for providing
the protections afforded to its clients nor for providing advice in
connection with the Tender Offer or any other matters set out in
this announcement.
Apart from the responsibilities and
liabilities, if any, which may be imposed on Jefferies under the
Financial Services and Markets Act 2000, as amended or the
regulatory regime established thereunder: (i) neither Jefferies or
any persons associated or affiliated with Jefferies accepts any
responsibility whatsoever or makes any warranty or representation,
express or implied, in relation to the contents of this
announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by, or on
behalf of it, the Company or the directors of the Company, in
connection with the Company and/or the Tender Offer; and (ii)
Jefferies accordingly disclaims, to the fullest extent permitted by
law, all and any liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above) which it might
otherwise be found to have in respect of this announcement or any
such statement.