PTI Protherics

    RNS Number : 2332I
  Protherics PLC
  14 November 2008
   


    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION


    PROTHERICS PLC ("PROTHERICS")

    Proposed delisting of American Depositary Shares from NASDAQ

    London, UK; Brentwood, TN, US; 14 November 2008 - Protherics PLC (LSE: PTI, Nasdaq: PTIL) ("Protherics") has today provided notice to
NASDAQ for the delisting of its American Depositary Shares ("ADSs") in connection with its proposed acquisition by BTG plc ("BTG"), a public
limited company incorporated under the laws of England and Wales with ordinary shares listed on the London Stock Exchange (LSE: BGC). 

    The Scheme of Arrangement by which the acquisition is being effected is expected to become effective on December 4, 2008, subject to the
sanction of the Scheme of Arrangement by the High Court of England and Wales at a hearing to be held on December 1, 2008 and the
confirmation by the Court of the associated reduction of Protherics' share capital at a separate hearing to be held on December 3, 2008, as
well as the satisfaction or (where applicable) waiver of the other applicable conditions. In accordance with the rules of the Securities and
Exchange Commission and NASDAQ, Protherics has provided written notice to NASDAQ of its intent to delist the ADSs.  

    Pursuant to the Scheme of Arrangement, each holder of Protherics ordinary shares will receive .291 shares of BTG for each Protherics
ordinary share held as at 6.00 p.m., London time, on December 3, 2008 (the "Scheme Record Time").  
    In connection with the Scheme of Arrangement, the Depositary Agreement governing the ADSs and the ADS program will be terminated. 
Holders of ADSs will not receive BTG ordinary shares pursuant to the Scheme of Arrangement in respect of their ADSs. Instead, concurrently
with the Scheme of Arrangement becoming effective, The Bank of New York Mellon, as Depositary for the ADSs, will sell the BTG ordinary
shares it receives pursuant to the Scheme of Arrangement on the London Stock Exchange. The Depositary will credit the accounts of the ADS
holders with the proceeds of such sales upon presentation of the Protherics ADSs for cancellation, net of the Depositary's fees and
expenses. 
    The Scheme of Arrangement was approved at a Court convened meeting of Protherics shareholders and a separate extraordinary general
meeting of Protherics shareholders that were both held on November 11, 2008. Assuming that the Scheme of Arrangement is sanctioned by the
High Court of England and Wales at a hearing to be held on December 1, 2008, (and an associated reduction in Protherics' share capital is
confirmed by the Court at a separate hearing to be held on December 3, 2008), and all other applicable conditions are either satisfied or
(where applicable) waived, the Scheme of Arrangement will become effective, and the acquisition will complete, on December 4, 2008 upon the
delivery of the Court's orders to the UK Registrar of Companies.  

    Protherics intends to file a Form 25 with the Securities and Exchange Commission on November 24, 2008, to effect the delisting. The
delisting will be effective before the open of the NASDAQ market on December 4, 2008. Protherics reserves the right to delay the filing of
the Form 25.

    Protherics and BTG also anticipate filing a Form 15F on or about December 4, 2008 to terminate their registration under Section 12(g) of
the Securities Exchange Act of 1934 and to terminate their reporting obligations under Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934.  Therefore, Protherics and BTG intend to suspend filing periodic and current reports with the Securities and Exchange
Commission on or about December 4, 2008. 


    Notes for Editors:

    About Protherics

    Protherics is a leading international biopharmaceutical company focused on specialist products for critical care and cancer. 

    The Company has two critical care products, CroFab* and DigiFab*, approved for sale in the US. The Company has the opportunity to sell
these products in the US from October 2010 together with Voraxaze*, a supportive cancer care product, following anticipated approval in the
US in 2010. Protherics is also developing a number of other products in the cancer arena that it can commercialise in-house. 

    In addition, Protherics has several potential blockbuster products that require development and commercialisation partners. These
include CytoFab* which has been partnered by AstraZeneca in a major licensing deal, and also Angiotensin Therapeutic Vaccine and Digoxin
Immune Fabs for which licensing partners will be sought in 2008-2009. These products have the potential to be high value products that can
provide additional funding for the Company. 

    Protherics reported revenues of �26.1 million for the year ended 31 March 2008 and a strong cash balance of �37.7 million. With
headquarters in London, the Company has approximately 300 employees across its operations in the UK, US and Australia. 

    On September 18, 2008, Protherics announced a proposed merger with BTG through a recommended share offer to be made by BTG to Protherics
shareholders, which was approved by Protherics shareholders at an extraordinary general meeting on November 11, 2008.  

    For further information visit www.protherics.com

    About BTG

    BTG in-licenses, develops and commercializes pharmaceuticals targeting neurological and other disorders including varicose veins and has
a broad internal pipeline of development programs. The company also has a substantial and growing revenue stream of royalties from
out-licensed products. BTG operates from offices in London, Philadelphia and Osaka. For further information, visit: www.btgplc.com



    CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS 

    The statements in this press release that are not historical facts constitute "forward-looking" statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements include statements regarding the anticipated timing of the acquisition by BTG and the delisting and deregistration of Protherics
ADSs. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date of
this report.

    For further information contact:

 Protherics 
 Andrew Heath, CEO                             +44 (0) 20 7246 9950
 Nick Staples, Director of Corporate Affairs   +44 (0) 7919 480510
 Saul Komisar, President Protherics Inc        +1 615 327 1027

 BTG
 Andy Burrows, Director of Investor Relations  +44 (0)20 7575 1741 
 Christine Soden, Chief Financial Officer      +44 (0)20 7575 1591

 Financial Dynamics - press enquiries
 London: Ben Atwell, Lara Mott                 +44 (0) 20 7831 3113 
 New York: John Capodanno                      +1 212 850 5600

    Or visit www.protherics.com


This information is provided by RNS
The company news service from the London Stock Exchange
 
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