THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION
OF THE MARKET ABUSE REGULATION (EU 596/ 2014) AS IT FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED
19
March 2024
PureTech Health
plc
PureTech Proposes $100
Million Capital Return
Proposed capital return of
$100 million by way of a Tender Offer at 250 pence per Ordinary
Share
Premium of 25% to PureTech's
trailing three-day VWAP
Proposed Tender Offer
follows completion of Karuna Therapeutics' $14 billion acquisition
by Bristol Myers Squibb. The Tender Offer will be launched
following publication of the Company's Full Year Results in April
2024
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
a proposed capital return of $100 million to its shareholders by
way of a tender offer (the "Tender Offer"). The capital return of
$100 million represents approximately 14% of PureTech's market
capitalization based on yesterday's closing price. This follows the
Company's announcement that it will receive approximately $293
million gross proceeds from its remaining stake in
Karuna.
The Tender Offer will be launched
after the publication of the Company's Full Year Results in April
2024, subject to market conditions, and will require shareholder
approval. A circular setting out the full terms of the Tender Offer
and a timetable will be published upon launch.
If the full $100 million is not
returned, then the Company intends to return any remainder
following the completion of the Tender Offer, by way of a special
dividend.
Daphne Zohar, PureTech Founder and
Chief Executive Officer commented:
"PureTech's mission is to generate
value both for patients and shareholders, and Bristol Myers
Squibb's acquisition of our Founded Entity Karuna Therapeutics for
$14 billion is a testament to our execution on both fronts. We
directed $18.5 million to the founding and development of Karuna,
and not only have we created a potential breakthrough treatment
that may change the lives of millions of people living with
schizophrenia, but we have also been able to generate $1.1 billion
in cash for PureTech, with potentially more to come. These
resources enabled us to create an exciting crop of new medicines
that position us to repeat and scale this type of outcome - and we
have done so without diluting our shareholders in over six years.
We are delighted to be able to purchase shares of PureTech at this
valuation and to concurrently provide some liquidity to our
shareholders and additional capital returns beyond the recently
completed $50 million share buyback. Following this proposed tender
offer, we are confident that our strong balance sheet will continue
to support the development of our existing pipeline - as well as
the next wave of innovative medicines. Looking forward, the board
will continue to assess ongoing opportunities to improve
shareholder returns."
As noted on 8 February 2024, the
Company recently completed a $50 million Share Buyback Program,
which - together with the proposed Tender Offer - would constitute
$150 million of capital returned to shareholders, which is
approximately 21% of the Company's market capitalization as of 18
March 2024.
The Board determined the amount of
the Tender Offer after considering feedback from a number of
shareholders, tax implications, and the continued support of the
Company's existing and future Programs, including the recently
announced Founded Entities. PureTech aims to maintain at least
three year's cash runway, and the Board intends to evaluate its
capital allocation policy regularly to assess opportunities for
additional capital returns to shareholders, subject to the
Company's operational needs.
Contact:
PureTech
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
EU
Media
Ben Atwell, Rob Winder
+44 (0) 20 3727 1000
ben.atwell@FTIconsulting.com
U.S. 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 28 therapeutics and therapeutic candidates,
including two that have received both US 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 has not yet been
approved by the Company's shareholders and, accordingly, has not
yet commenced. 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. If the Tender Offer is
approved by the Company's shareholders and does not qualify as a
Tier I offer within the meaning of Rule 13e-4(h)(8) under the
Securities Exchange Act of 1934, as amended, Company intends to
file a tender offer statement on Schedule TO and related materials
with the SEC in respect of such Tender Offer. The Company's
security holders are advised to carefully read these documents if
and when they become available, 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. If and when filed, 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, if and when filed, the Company will provide copies of
such documents free of charge to its security holders.
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 intended commencement of 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, 2022 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.
The information contained within this
announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 which forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication
of this announcement via a Regulatory Information Service ('RIS'),
this inside information is now considered to be in the public
domain.