TIDMMTFB
RNS Number : 4269Q
Motif Bio PLC
26 February 2021
Motif Bio plc
("Motif" or the "Company")
Update re Motif BioSciences Inc
Motif Bio plc (AIM: MTFB), which has been reclassified as an AIM
Rule 15 cash shell, provides an update regarding its wholly owned
subsidiary, Motif BioSciences Inc. ("Motif Inc"), following the
announcements of 28 January and 18 March 2020.
Motif announces that it has entered into a Stock Purchase
Agreement (the "SPA") with Orange Avenue Technologies, LLC
("Orange") pursuant to which Orange has acquired 100 per cent. of
the outstanding shares of Motif Inc from Motif with immediate
effect (the "Transaction"). Orange is wholly owned by John Palmer,
the President of Tamarack Associates Inc. ("Tamarack"), the company
which was engaged by Motif to facilitate the sale of iclaprim and
other assets of Motif Inc in January 2020.
Key Terms of the Transaction
As consideration for the Transaction, Motif will receive the
nominal amount of US$1 in addition to an interest in revenue that
is derived from Motif Inc's iclaprim asset. Pursuant to the terms
of the SPA, if Motif Inc generates revenue from the iclaprim asset
above its outstanding liabilities, Motif Inc shall retain the first
US$250,000 in revenue and thereafter, 90 per cent of any additional
revenue will be paid to the Company, and the remaining 10 per cent
of any additional revenue will be retained by Motif Inc.
The Transaction completes the orderly sale of Motif Inc's
operations, which was first announced on 25 October 2019.
Update re Proposed Reverse Takeover
Motif remains suspended from trading while the proposed reverse
takeover pursuant to AIM Rule 14 (the "Reverse Takeover"), which
was referred to in the Company's announcements dated 5 January and
27 January 2021, is negotiated and advanced. The Company's
Directors look forward to providing shareholders with further
updates regarding the Reverse Takeover as appropriate.
Jonathan Gold, Motif's President and Chief Business Officer,
commented: "The Transaction is an important step to prepare Motif
to complete the Reverse Takeover. The Transaction also creates
incentives for Orange to focus on the potential generation of value
from iclaprim for Motif's shareholders, while allowing Motif to
focus on completing the Reverse Takeover with a UK-based ADC
(Antibody-Drug Conjugate) discovery and development company."
Related Party Transaction
John Palmer, as President of Tamarack, was appointed as the sole
Executive Officer of Motif Inc on 28 January 2020. As Motif Inc was
a wholly owned subsidiary of Motif prior to the Transaction and
Orange and Tamarack are both majority owned by John Palmer, John
Palmer and Orange are deemed to be related parties of Motif.
As such, the Transaction constitutes a related party transaction
in accordance with Rule 13 of the AIM Rules for Companies. Motif's
Directors consider, after consultation with the Company's Nominated
Adviser, that the terms of the Transaction are fair and reasonable,
in so far as the Company's shareholders are concerned.
The person responsible for the release of this announcement on
behalf of Motif is Jonathan Gold, President and Chief Business
Officer.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
For further information please contact:
ir@motifbio.com
Motif Bio plc
Jonathan Gold (President and Chief
Business Officer)
SP Angel Corporate Finance LLP (NOMAD
& BROKER) +44 (0) 20 3470 0470
David Hignell/Caroline Rowe (Corporate
Finance)
Vadim Alexandre/Rob Rees (Sales &
Broking)
Peel Hunt LLP (STRATEGIC ADVISER) + 44 (0) 20 7418 8900
Dr Christopher Golden/ Oliver Jackson
Walbrook PR Ltd. (UK FINANCIAL PR
& IR) +44 (0) 20 7933 8780
Paul McManus/ Lianne Cawthorne motifbio@walbrookpr.com
Forward-Looking Statements
This announcement may contain forward looking statements. Words
such as "expects", "anticipates", "may", "should", "would",
"could", "will", "intends", "plans", "believes", "targets",
"seeks", "estimates", "aims", "projects", "pipeline" and variations
of such words and similar expressions are intended to identify such
forward looking statements and expectations. These statements are
not guarantees of future performance or the ability to identify and
consummate transactions and involve certain risks, uncertainties,
outcomes of negotiations and due diligence and assumptions that are
difficult to predict, qualify or quantify. Therefore, actual
outcomes and results may differ materially from what is expressed
in such forward looking statements or expectations. Among the
factors that could cause actual results to differ materially are:
the general economic climate, competition, interest rate levels,
loss of key personnel, the result of legal and commercial due
diligence and changes in the legal or regulatory environment.
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END
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