TIDMHIK
RNS Number : 7089Q
Hikma Pharmaceuticals Plc
22 June 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA OR ANY OTHER STATE OR JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22 June 2020
Hikma Pharmaceuticals PLC ("Hikma" or the "Company")
Buy back of up to approximately GBP295 million of shares from
Boehringer Ingelheim
Boehringer Ingelheim Invest GmbH ("Boehringer Ingelheim") has
today announced its intention to exit in full its investment in
Hikma. As of today, Boehringer Ingelheim holds 40 million ordinary
shares in Hikma, which represents approximately 16.4 per cent. of
the issued ordinary share capital and voting rights in the
Company.
Boehringer Ingelheim has commenced an accelerated bookbuild
offering (the "Bookbuild") to sell up to approximately 28 million
shares in Hikma (the "Placing Shares") to institutional investors
only (the "Placing"). Concurrently with the Placing, Hikma has
committed to buy back from Boehringer Ingelheim such number of
ordinary shares ("the Buy Back Shares") as does not exceed an
aggregate value of GBP295 million (being an amount approximately
equal to 4.99% of the aggregate market value of all the Shares of
the Company at the close of business on 22(nd) June 2020, less the
value of the commitment fee described below) (the "Buy Back"). The
purchase price for each of the Buy Back Shares will be equal to the
sale price for each of the Placing Shares (the "Buy Back Price").
The Buy Back Price is subject to the price limit set out below.
Hikma has separately today entered into an agreement with
Boehringer Ingelheim pursuant to which Hikma will receive a
commitment fee of 2 per cent. of the aggregate value of the Buy
Back Shares acquired at the Buy Back Price (the "Commitment Fee").
Citigroup Global Markets Limited ("Citi") will act as riskless
principal for the purpose of the Buy Back.
The Buy Back is subject to the satisfaction of a number of
conditions, including the successful pricing of the Placing and
provided that the price payable by Hikma for the Buy Back Shares
does not exceed a per share amount equal to GBP24.71, which, net of
the 2% commitment fee, is equal to approximately GBP24.22, being
the average closing price of the five business days preceding to
today's date. If the Placing Price is within the pricing limits
that apply to the Buy Back Price, the Placing cannot proceed unless
the Buy Back proceeds.
Hikma will fund the Buy Back from cash and available facilities.
Hikma intends to hold the Buy Back Shares in treasury and Hikma
will not receive any proceeds from the Placing. Following the
successful completion of the Placing and the Buy Back, Boehringer
Ingelheim would no longer hold any shares in Hikma.
The shares being sold by Boehringer Ingelheim were issued by
Hikma as part of the consideration for the acquisition of Roxane
Laboratories in February 2016. The Buy Back demonstrates the
Board's confidence in Hikma's future prospects. Since its initial
public offering ("IPO") in 2005, Hikma has delivered a total
shareholder return of approximately 926%, exceeding the FTSE 100
total shareholder return of approximately 105%.
As at 31 December 2019, Hikma's net debt to core EBITDA ratio
was 0.4x.
Boehringer Ingelheim is a related party of Hikma for the
purposes of the Listing Rules by virtue of its approximately 16.4
per cent. shareholding in Hikma. The Buy Back by Hikma and the
associated payment of the Commitment Fee by Boehringer Ingelheim
constitute a smaller related party transaction falling within LR
11.1.10R(1) and this announcement is therefore made in accordance
with LR11.1.10R(2)(c). The aggregate amount of the Buy Back and the
commitment fee cannot be higher than approximately GBP301
million.
Citi and Goldman Sachs International ("Goldman Sachs") are
acting as joint financial advisers to Hikma on the Buy Back.
Commenting, Said Darwazah, Executive Chairman of Hikma,
said:
"I would like to thank Boehringer Ingelheim for their support as
a major shareholder in Hikma since our acquisition of Roxane in
2016. We are delighted to have the opportunity to welcome new
investors into Hikma and at the same time have this unique
opportunity to acquire a significant proportion of our share
capital. The Buy Back reflects our confidence in the future
prospects of the business and we will retain significant financial
flexibility to continue to execute our strategy. We remain focused
on delivering future growth and value creation for our
shareholders."
The person responsible for the release of this announcement on
behalf of Hikma is Peter Speirs (Company Secretary).
Enquiries:
Hikma
Susan Ringdal +44 (0)20 7399 2760/+44
EVP, Strategic Planning and Global Affairs (0)7776 477050
Guy Featherstone +44 (0)20 3892 4389/+44
Senior Investor Relations Manager (0)7795 896738
Citi (Financial Adviser and Corporate
Broker to Hikma) +44 (0)20 7986 4000
Andrew Seaton
Robert Way
Suneel Hargunani
Goldman Sachs (Financial Adviser to Hikma) +44 (0)20 7774 1000
Robert King
John Wilkinson
Christoph Stanger
Teneo (Public Relations Adviser to Hikma)
Charles Armitstead +44 (0)7703 330 269
Camilla Cunningham +44 (0)7464 982 426
About Hikma
Hikma Pharmaceuticals PLC (LSE: HIK) (NASDAQ Dubai: HIK) (OTC:
HKMPY) (LEI:549300BNS685UXH4JI75) (rated Ba1/stable Moody's and
BB+/positive S&P)
Hikma helps put better health within reach every day for
millions of people in more than 50 countries around the world. For
more than 40 years, we've been creating high-quality medicines and
making them accessible to the people who need them. Headquartered
in the UK, we are a global company with a local presence across the
United States (US), the Middle East and North Africa (MENA) and
Europe, and we use our unique insight and expertise to transform
cutting-edge science into innovative solutions that transform
people's lives. We're committed to our customers, and the people
they care for, and by thinking creatively and acting practically,
we provide them with a broad range of branded and non-branded
generic medicines. Together, our 8,600 colleagues are helping to
shape a healthier world that enriches all our communities. We are a
leading licensing partner, and through our venture capital arm, are
helping bring innovative health technologies to people around the
world. For more information, please visit: www.hikma.com
(c)2020 Hikma Pharmaceuticals PLC. All rights reserved.
Disclaimer
Citi, which is authorised by the Prudential Regulation Authority
and regulated in the UK by the Financial Conduct Authority and the
Prudential Regulation Authority is acting as financial adviser and
corporate broker to Hikma and for no one else in connection with
the Buy Back and other matters described in this announcement, and
will not be responsible to anyone other than Hikma for providing
the protections afforded to its clients nor for providing advice in
relation to the Buy Back or any other matters referred to in this
announcement. Neither Citi nor any of its affiliates, directors or
employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in
contract, tort, in delict, under statute or otherwise) to any
person who is not a client of Citi in connection with this
announcement, any statement contained herein, the Buy Back or
otherwise.
Goldman Sachs, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as
financial adviser to Hikma and no one else in connection with the
Buy Back and will not be responsible to anyone other than Hikma for
providing the protections afforded to clients of Goldman Sachs
International or for providing advice in connection with the Buy
Back or in this Announcement or any transaction or arrangement
referred to herein.
Further Information
This communication is not intended to and does not constitute an
offer to buy or the solicitation of an offer to subscribe for or
sell or an invitation to purchase or subscribe for any securities
or the solicitation of any vote in any jurisdiction. The release,
publication or distribution of this communication in whole or in
part, directly or indirectly, in, into or from certain
jurisdictions may be restricted by law and therefore persons in
such jurisdictions should inform themselves about and observe such
restrictions.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdictions.
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
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
POSQLLFLBQLFBBF
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June 22, 2020 12:13 ET (16:13 GMT)
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