TIDM0RB9
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
RECOMMED CASH ACQUISITION
of
STALLERGENES GREER PLC
by
ARES LIFE SCIENCES I S.À R.L.
(to be implemented by way of a scheme of arrangement under Part
26 of the U.K. Companies Act 2006)
Scheme of Arrangement becomes Effective
On 21 March 2019 the special committee of independent directors
of Stallergenes Greer plc (Paris:STAGR) ("Stallergenes Greer") (the
"Special Committee") and Ares Life Sciences I S.à r.l. ("Waypoint")
announced that they had reached agreement on the terms of a
recommended acquisition by Waypoint of the entire issued, and to be
issued, ordinary share capital of Stallergenes Greer not held
directly or indirectly by Waypoint (the "Acquisition"). The
Acquisition is to be effected by means of a Court approved scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). At the Court Meeting and General Meeting held on 13 May
2019 to consider the Acquisition, all resolutions were duly
passed.
Stallergenes Greer and Waypoint are pleased to announce that,
following the delivery of the Court Order to the Registrar of
Companies, the Scheme has become Effective in accordance with its
terms. This follows the Court's sanction of the Scheme at the Court
Hearing held on 15 May 2019 and Waypoint now owns the entire issued
ordinary share capital of Stallergenes Greer other than 59,231
Treasury Shares.
The full terms and conditions of the Acquisition were set out in
the scheme document published by Stallergenes Greer on 5 April 2019
(the "Scheme Document").
Consideration due to Scheme Shareholders
Scheme Shareholders on the Register at the Scheme Record Time,
being 19:00 C.E.S.T. yesterday, 15 May 2019, will receive Euro
37.00 in cash for each Scheme Share held.
Suspension, delisting and cancellation of trading of
Stallergenes Greer Shares
Dealings in Stallergenes Greer Shares on Euronext Paris were
suspended with effect from 09:00 C.E.S.T. on 13 May 2019. The
de-listing of the Shares from the regulated market of Euronext
Paris is expected to take effect on 17 May 2019.
Resignation of the Independent Non-Executive Directors of
Stallergenes Greer
As set out in paragraph 10 of Part 2 of the Scheme Document,
each of the Independent Non-Executive Directors has resigned from
the board of directors of Stallergenes Greer with effect as of
today, 16 May 2019.
Settlement
As further described in the Scheme Document, Waypoint will pay
to the Shareholder Paying Agent the aggregate price payable for all
of the Scheme Shares no later than 23 May 2019.
The Shareholder Paying Agent will pay (or procure the payment
to) each Registered Shareholder and intermediary bank (for and on
behalf of the Bearer Shareholders) an amount equal to the
Acquisition Price multiplied by the number of Scheme Shares in
which that Shareholder is interested. The Shareholder Paying Agent
will make these payments in accordance with its normal procedures
and as a result Registered Shareholders and these intermediary
banks can expect to receive these payments no later than six
Business Days from today. Bearer Shareholders should contact their
intermediary banks concerning when they can expect to receive
payment for the Scheme Shares in which they are interested.
General
Capitalised terms used in but not defined in this announcement
have the meanings set out in the Scheme Document.
IMPORTANT NOTICES
Important Notices Relating to Financial Advisers
UBS AG London Branch is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland. It is
authorised by the Prudential Regulation Authority and subject to
regulation by the Financial Conduct Authority and limited
regulation by the Prudential Regulation Authority in the United
Kingdom. UBS AG London Branch is acting exclusively as financial
adviser to Waypoint and no one else in connection with the
Acquisition. In connection with such matters, UBS AG London Branch
will not regard any other person as its client, nor will it be
responsible to any other person for providing the protections
afforded to its clients or for providing advice in relation to the
Acquisition, the contents or subject matter of this announcement or
any transaction, arrangement or other matter referred to
herein.
Evercore Partners International LLP, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser exclusively for the Special
Committee and no one else in connection with the matters referred
to in this announcement and will not regard any other person as its
client in connection with the matters referred to in this
announcement and will not be responsible to anyone other than the
Special Committee for providing the protections afforded to clients
of Evercore, nor for providing advice in relation to the matters
referred to in this announcement.
Further Information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to the Acquisition or otherwise nor shall
there be any sale, issuance or transfer of any securities pursuant
to the Acquisition in any jurisdiction in contravention of any
applicable laws.
The Acquisition will be implemented solely pursuant to the terms
of the Scheme Document, which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Scheme. Any decision, vote or other response in
respect of the Acquisition should be made only on the basis of
information contained in the Scheme Document. Shareholders are
advised to read the formal documentation in relation to the
Acquisition carefully once it has been dispatched.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
This announcement has been prepared for the purpose of complying
with English law and disclosure requirements under French law.
Accordingly, 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
the United Kingdom and France (as applicable).
Overseas Jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Acquisition to persons who are
residents, citizens or nationals of jurisdictions other than France
may be restricted by laws and/or regulations of those
jurisdictions. In particular, the ability of persons who are not
resident in France or who are subject to the laws of another
jurisdiction to direct voting of the Scheme Shares in which they
are interested with respect to the Scheme at the Court Meeting, or
to execute and deliver Forms of Proxy appointing another to vote at
the Court Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located.
Therefore, any persons not resident in France and/or who are
subject to the laws and regulations of any jurisdiction other than
France should inform themselves about, and observe, any applicable
legal and regulatory requirements. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
The Acquisition will not be made, directly or indirectly, in,
into or from any restricted jurisdiction where to do so would
violate the laws of that jurisdiction and no person may vote in
favour of the Acquisition by any use, means, instrumentality or
form within a restricted jurisdiction or any other jurisdiction if
to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any restricted jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any restricted
jurisdiction. To the fullest extent permitted by applicable law,
Waypoint, Stallergenes Greer and persons involved in the
Acquisition disclaim any responsibility or liability for such
violation by any person.
The receipt of cash pursuant to the Acquisition by Shareholders
may be a taxable transaction under applicable national, state and
local, as well as foreign and other tax laws. Each Shareholder is
urged to consult their independent professional adviser regarding
the tax consequences of the Acquisition applicable to him or
her.
Further details in relation to Shareholders in overseas
jurisdictions will be contained in the Scheme Document.
Notice to U.S. Investors in Stallergenes Greer
The Acquisition relates to the shares of a company organised
under the laws of England and Wales and listed on Euronext Paris
and is proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales (Part 26 of the Companies Act).
This announcement, the Scheme Document and certain other documents
relating to the Acquisition have been or will be prepared in
accordance with English law and French law (in connection with
disclosure only), all of which differ from the relevant laws in the
United States of America. The Acquisition is not subject to the
tender offer rules or the proxy solicitation rules under the U.S.
Securities Exchange Act of 1934, as amended. Accordingly, the
Acquisition is subject to the disclosure requirements of and
practices applicable to a company listed on Euronext Paris which is
subject to an English law scheme of arrangement, which differ from
the disclosure requirements of the United States of America tender
offer and proxy solicitation rules.
Stallergenes Greer's financial statements, and all financial
information that is included in this announcement or that may be
included in the Scheme Document, or any other documents relating to
the Acquisition, have been or will be prepared in accordance with
non-U.S. accounting standards that may not be comparable to
financial information of companies in the United States of America
or other companies whose financial statements are prepared in
accordance with U.S. generally accepted accounting principles.
Neither the United States Securities and Exchange Commission nor
any U.S. state securities commission has approved or disapproved
the Acquisition, passed upon the merits or fairness of the
Acquisition or passed any opinion upon the accuracy, adequacy or
completeness of this announcement or the Scheme Document. Any
representation to the contrary is a criminal offence in the United
States of America.
Stallergenes Greer is incorporated under the laws of England and
Wales and listed on Euronext Paris. Waypoint is incorporated under
the laws of Luxembourg. In addition, some of Stallergenes Greer's
and Waypoint's respective officers and directors reside outside the
United States of America, and some or all of their respective
assets are or may be located in jurisdictions outside the United
States of America. Therefore, investors may have difficulty
effecting service of process within the United States of America
upon those persons or recovering against Stallergenes Greer,
Waypoint or their respective officers or directors on judgments of
United States of America courts, including judgments based upon the
civil liability provisions of the United States of America federal
securities laws. It may not be possible to sue Stallergenes Greer,
Waypoint or their respective officers or directors in a non-U.S.
court for violations of the U.S. securities laws.
The receipt of cash pursuant to the Acquisition by U.S. holders
of Shares pursuant to the Scheme may be a taxable transaction for
U.S. federal income tax purposes and under applicable U.S. state
and local, as well as foreign and other, tax laws. Each U.S. holder
of Shares is urged to consult his or her independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him or her.
Forward-Looking Statements
This announcement contains certain statements which are, or may
be deemed to be, "forward-looking statements" which are prospective
in nature. All statements other than statements of current or
historical fact, are or may be deemed to be, forward-looking
statements. Forward-looking statements are based on current
expectations and projections about future events and are therefore
subject to known and unknown risks and uncertainties which could
cause actual results, performance or events to differ materially
from the future results, performance or events expressed or implied
by the forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims",
"projects", "goal", "objective", "outlook", "risks", "seeks" or
words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might", "probably" or "will" be taken, occur or be
achieved. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future
expectations.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
announcement. Any forward-looking statements made in this
announcement on behalf of Stallergenes Greer or Waypoint are made
as of the date of this announcement based on the opinions and
estimates of directors of Stallergenes Greer or Waypoint
respectively and no assurance can be given that such opinions or
estimates will prove to have been correct. Each of Stallergenes
Greer and Waypoint and their respective members, directors,
officers, employees, advisers and any person acting on behalf of
one or more of them, expressly disclaims any intention or
obligation to update or revise any forward-looking or other
statements contained in this announcement, whether as a result of
new information, future events or otherwise, except as required by
applicable law. Neither Stallergenes Greer or Waypoint or their
respective members, directors, officers or employees, advisers or
any person acting on their behalf, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur.
No forward-looking or other statements have been reviewed by the
auditors of Stallergenes Greer or Waypoint. All subsequent oral or
written forward-looking statements attributable to Stallergenes
Greer or Waypoint of their respective members, directors, officers,
advisers or employees or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above.
No Profit Forecasts or Estimates
Nothing in this announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Stallergenes Greer or Waypoint for any period and no
statement in this announcement should be interpreted to mean that
cash flow from operations, earnings, or earnings per share or
income of those persons (where relevant) for the current or future
financial years would necessarily match or exceed the historical
published cash flow from operations, earnings, earnings per share
or income of those persons (as appropriate).
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 an appropriate
authorised independent financial adviser.
Stallergenes GreerYoussef Abbas, Investor Relations, +33 1 55 59
78 43Catherine Kress, Communications, +33 1 55 59 26 05
Evercore+44 (0) 20 7653 6000Financial adviser to the Special
CommitteeEdward Banks, Senior Managing DirectorSimon Elliott,
Senior Managing DirectorWladimir Wallaert, Managing Director
FTI Consulting+33 1 47 03 69 48Investor and media relations
adviser to Stallergenes GreerArnaud de Cheffontaines
Havas Worldwide Paris+33 6 13 54 38 91Media relations adviser to
Stallergenes GreerClaire Olivieri
UBS+44 (0) 20 7567 8000Financial adviser to WaypointCailin
McGurk, Managing DirectorSarantis Douropoulos, Executive
DirectorNicolas Le Ray, Executive Director
Hirzel.Neef.Schmid.Counselors+41 43 344 42 42Media relations
adviser to WaypointDr Jörg Neef
View source version on businesswire.com:
https://www.businesswire.com/news/home/20190516005421/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
May 16, 2019 07:00 ET (11:00 GMT)
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