TIDMVER
RNS Number : 7362C
Vernalis PLC
02 October 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
2 October 2018
RECOMMED CASH OFFER
for
VERNALIS PLC
("Vernalis" or the "Company")
by
LIGAND HOLDINGS UK LTD.
(a wholly owned subsidiary of Ligand Pharmaceuticals
Incorporated)
("Ligand UK")
Results of Court Meeting and General Meeting held on 2 October
2018
On 9 August 2018, the boards of Ligand UK and Vernalis announced
that they had reached agreement on the terms of a recommended
acquisition, pursuant to which Ligand UK will acquire the entire
issued and to be issued share capital of Vernalis (the
"Acquisition") to be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
The Board of Vernalis is pleased to announce that, at the Court
Meeting and the General Meeting convened in relation to the
proposed Scheme and held earlier today, all resolutions proposed,
details of which are set out in the notices of the Meetings
contained in the scheme document dated 6 September 2018 (the
"Scheme Document"), were passed by the requisite majorities and
accordingly the Scheme was approved.
A majority in number of the Scheme Shareholders who voted
(either in person or by proxy), representing not less than 75 per
cent. in value of the Scheme Shares held by Scheme Shareholders
approved the Scheme at the Court Meeting.
Vernalis Shareholders voted to pass the special resolution in
connection with, amongst other things, the amendment of the
Company's articles of association and authorised the directors of
Vernalis (or a duly authorised committee of the directors) to take
all such action as they may consider necessary or appropriate for
carrying the Scheme into effect, at the General Meeting.
A summary of the voting results is set out below.
Capitalised terms used but not otherwise defined in this
announcement (the "Announcement") have the meanings given to them
in the Scheme Document.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present in person or by proxy was
entitled to one vote per Scheme Share held at the Voting Record
Time.
Votes For % For Votes Against % Against
No. of Scheme
Shares voted 429,906,047 94.91 23,053,773 5.09
------------ ------ -------------- ----------
No. of Scheme
Shareholders
who voted 516 90.05 57 9.95
------------ ------ -------------- ----------
No. of Scheme
Shares voted
as a percentage
of the total
number of
Scheme Shares N/A 81.58 N/A 4.37
------------ ------ -------------- ----------
Voting results of the General Meeting
The table below sets out the results of the poll at the General
Meeting. Each Vernalis Shareholder, present in person or by proxy,
was entitled to one vote per Vernalis Share held at the Voting
Record Time.
Special Resolution No. of % For No. of % Against Total Withheld
Votes Votes Against No. of (number)**
For Votes
Approval of the
amendment to
the Company's
articles of association
and authorisation
of the directors
of Vernalis (or
a duly authorised
committee of
the directors)
to take all such
action as they
may consider
necessary or
appropriate for
carrying the
Scheme into effect 429,433,232 94.91 23,015,315 5.09 452,448,547 7,908
------------ ------ --------------- ---------- ------------ ------------
**A withheld vote is not a vote in law and, accordingly, is not
counted in the calculation of the proportion of votes "For" and
"Against" the resolution concerned. Any proxy appointments which
gave discretion to the Chairman have been included in the vote
"For" total.
The total number of Vernalis Shares in issue at the Voting
Record Time was 526,986,000.
Effective Date and Timetable
The Scheme remains subject to the satisfaction or (if capable of
waiver) waiver of the remaining Conditions set out in the Scheme
Document, including the Court's sanction of the Scheme at the Court
Hearing, which is expected to be held on 8 October 2018 and the
delivery of a copy of the Court Order to the Registrar of
Companies.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 9 of the
Scheme Document.
On the basis of the current timetable for the Scheme, the Scheme
is expected to become effective on 9 October 2018 (the "Effective
Date"). The last day of dealings in, and for registration of
transfers of, Vernalis Shares will be 8 October 2018 with all
dealings in Vernalis Shares being suspended at 7.30 a.m. on 9
October 2018. At 7.00 a.m. on 10 October 2018, the admission of
Vernalis Shares to trading on AIM is expected to be cancelled.
It is intended that by 7.00 a.m. on the business day following
the Effective Date, share certificates in respect of Vernalis
Shares will cease to be valid and entitlements to Vernalis Shares
held within the CREST system will be cancelled.
Enquiries
Vernalis plc
Ian Garland, Chief Executive Officer
David Mackney, Chief Financial Officer +44 (0) 118 938 0015
Canaccord Genuity Limited (Nominated Adviser and Broker)
Henry Fitzgerald-O'Connor
Emma Gabriel +44 (0) 20 7523 8000
Evercore (Financial adviser)
Julian Oakley
Alan Beirne +44 (0) 20 7653 6000
Ligand Pharmaceuticals Incorporated
Matthew Korenberg
Todd Pettingill +1 858 550 7500
finnCap Ltd (Financial adviser to Ligand UK)
Henrik Persson
Giles Rolls
Max Bullen-Smith +44 (0) 20 7220 0500
MTS Securities, LLC (Financial adviser to Ligand UK)
Mark Menkowski +1 212 887 2100
Important notices
Canaccord Genuity, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting solely
for Vernalis as Nominated Adviser and broker in relation to the
matters referred to in this Announcement and for no one else.
Canaccord Genuity will not be responsible to anyone other than
Vernalis for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
Announcement or any arrangement referred to herein. Neither
Canaccord Genuity, nor any of its affiliates, owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statue or otherwise)
to any person other than Vernalis in connection with this
Announcement, any statement contained herein or otherwise.
Evercore, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting solely for
Vernalis as financial adviser in relation to the matters referred
to in this Announcement and for no one else. Evercore will not be
responsible to anyone other than Vernalis for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this Announcement or any arrangement
referred to herein. Neither Evercore, nor any of its affiliates,
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statue or otherwise) to any person other than Vernalis in
connection with this Announcement, any statement contained herein
or otherwise.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively as
financial adviser to Ligand UK and for no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than Ligand UK for providing the
protections afforded to its clients or for providing advice in
relation to the matters referred to in this Announcement. Neither
finnCap, 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 finnCap in connection with this
Announcement, any statement contained herein or otherwise.
MTS is acting exclusively as financial adviser to Ligand UK and
for no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than
Ligand UK for providing the protections afforded to its clients or
for providing advice in relation to the matters referred to in this
Announcement. MTS is a US registered broker dealer and is not
advising Ligand UK for the purposes of the Code. Neither MTS, 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 MTS in connection with this Announcement, any
statement contained herein or otherwise.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of, an offer
to sell or an invitation to subscribe for or purchase any
securities or the solicitation of any vote or approval in any
jurisdiction, 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.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
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
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This Announcement has
been prepared for the purpose of complying with English law, the
rules of the London Stock Exchange, the AIM Rules and the 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 of England &
Wales.
Copies of this Announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
or any other jurisdiction where to do so would constitute a
violation of the laws of that jurisdiction, and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send such documents in
or into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition.
If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made directly or indirectly, in or into,
or by the use of mails or any means or instrumentality (including,
but not limited to, facsimile, e-mail or other electronic
transmission or telephone) of interstate or foreign commerce of, or
of any facility of a national, state or other securities exchange
of any Restricted Jurisdiction and the Takeover Offer may not be
capable of acceptance by any such use, means, instrumentality or
facilities or from within any Restricted Jurisdiction.
Further details in relation to Vernalis Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Notice to US holders of Vernalis Shares and Vernalis ADSs
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If, in the future, Ligand UK exercises the right to
implement the Acquisition by way of a Takeover Offer and determines
to extend such Takeover Offer into the United States, the
Acquisition will be made pursuant to applicable UK tender offer
rules and securities laws and otherwise in accordance with the
requirements of the Code. Accordingly, any such Takeover 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 to tender offers made in accordance with US
procedures and law. Financial information included in this
Announcement and the Scheme Document has been or will be prepared
in accordance with accounting standards applicable in the United
Kingdom that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
It may be difficult for US holders of Vernalis Shares (and
Vernalis ADS Holders) to enforce their rights and any claim arising
out of the US federal securities laws, since Vernalis is located in
a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of
Vernalis Shares and Vernalis ADS Holders 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.
Neither the SEC nor any securities commission of any state of
the United States has approved the Acquisition, passed upon the
fairness of the Acquisition or passed upon the adequacy or accuracy
of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Ligand UK or its nominees or
brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Vernalis Shares outside
the United States, other than pursuant to the Acquisition, until
the date on which the Takeover Offer and/or Scheme becomes
effective, lapses or is otherwise withdrawn. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the UK, will be reported
to the Regulatory News Service of the London Stock Exchange and
will be available on the London Stock Exchange website.
Publication on website and availability of hard copies
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, for inspection on the
Ligand Group's website at www.investor.ligand.com/vernalisoffer and
on Vernalis' website at www.vernalis.com promptly and in any event
by no later than 12 noon (London time) on the business day
following the Announcement. For the avoidance of doubt, the content
of these websites is not incorporated by reference into, and does
not form part of, this Announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement, free of charge. A person may
also request that all future documents, announcements and
information to be sent to that person in relation to the
Acquisition should be sent by the party which publishes it in hard
copy form. For persons who receive a copy of this Announcement in
electronic form or via a website publication, a hard copy of this
Announcement will not be sent unless so requested, by contacting
Vernalis on +44 (0) 118 938 0015. If requested, copies will be
provided, free of charge, within two business days of the
request.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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(s) (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 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (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 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(s) must make a Dealing Disclosure if the person deals in
any relevant securities of the offeree company or of any securities
exchange offeror(s). 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 pm
(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 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.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUUVORWNARRAA
(END) Dow Jones Newswires
October 02, 2018 10:06 ET (14:06 GMT)
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