TIDMAGI
RNS Number : 1836V
AGI Therapeutics plc
09 January 2012
For immediate release
Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction
09 January 2012
PRE-CONDITIONAL RECOMMENDED CASH OFFER
BY
ARAVIS THERAPEUTICS LIMITED
FOR
AGI THERAPEUTICS PLC
Summary
-- The boards of Aravis Therapeutics Limited ("Aravis") and AGI
Therapeutics plc ("AGI") are pleased to announce that they have
reached agreement on the terms of a recommended cash offer by
Aravis for the entire issued and to be issued share capital of
AGI.
-- AGI is a specialty pharmaceutical company which is focused on
the development and commercialisation of differentiated specialty
drug products to treat un-met medical needs, including conditions
which qualify for orphan drug status.
-- Under the terms of the Offer, AGI Shareholders will be
entitled to receive US$0.1171 in cash for each AGI Share they
own.
-- AGI Shareholders will be able to elect to receive their
entire cash consideration pursuant to the Offer either in US
Dollars or Euro. The Euro cash amount payable will be determined
based on the prevailing US$/EUR exchange rate either on the day the
Offer becomes or is declared wholly unconditional or if valid
acceptances are received after that date then on the day their cash
consideration is converted into Euro.
-- The Offer values the entire issued and to be issued share
capital of AGI at approximately US$8.4 million (EUR6.6
million).
-- Based on the closing US$/EUR exchange rate of 1.2776 on 06
January 2012, being the latest practicable date prior to the date
of this announcement, the Offer values each AGI Share at EUR0.0917.
This represents:
-- a premium of approximately 67 per cent. to the Closing Price
of EUR0.055 per AGI Share on 06 January 2012, being the last
Business Day prior to the date of this announcement;
-- a premium of approximately 130 per cent. to the average daily
Closing Price per AGI Share for the three months up to the last
Business Day prior to the date of this announcement, being
EUR0.040;
-- a premium of approximately 137 per cent. to the average daily
Closing Price per AGI Share for the six months up to the last
Business Day prior to the date of this announcement, being
EUR0.039.
-- The making of the Offer is conditional upon satisfaction of
the pre-condition set out in Appendix III to this announcement. The
pre-condition requires Aravis to receive by 12 noon on the date of
this announcement irrevocable undertakings in a form satisfactory
to Aravis from AGI Directors, and the AGI Investors to accept (or
procure the acceptance of) the Offer in respect of 31,359,118 AGI
Shares and, to the extent exercised, 4,200,000 "in the money" AGI
Share Options, in aggregate representing approximately 49.6 per
cent. of the entire issued and to be issued share capital of AGI at
the date of this announcement.
-- The Board of AGI, which has been so advised by Davy Corporate
Finance, considers the terms of the Offer to be fair and
reasonable. In providing its advice, Davy has taken into account
the commercial assessments of the Board of AGI.
-- Accordingly, the Board of AGI unanimously recommends that AGI
Shareholders accept the Offer.
Commenting on the Offer, Ronan Lambe, Non-Executive Chairman of
AGI, said:
"AGI is pleased to announce the Offer, which has been
unanimously recommended by our Board of Directors. We believe the
Offer represents an attractive premium relative to our recent share
price trading history and when the Offer is considered alongside
other alternatives the Offer represents the best outcome for
Shareholders".
This summary should be read in conjunction with the full text of
the following announcement and appendices.
The Offer will be subject to the conditions and further terms
set out in Appendix I of this announcement, which will also be set
out in the Offer Document and the Form of Acceptance. Appendix II
contains the bases of calculation and sources of certain
information contained in this announcement. Appendix III sets out
the pre-condition to the making of the Offer. Appendix IV sets out
definitions of certain terms used in this announcement (including
in this summary).
Davy Corporate Finance is acting as financial adviser to AGI.
Beauchamps Solicitors are acting as legal adviser to AGI.
Goodbody Corporate Finance is acting as financial adviser to the
Aravis Group. A&L Goodbody is acting as Irish legal adviser and
Burke, Warren, MacKay & Serritella, P.C is acting as US legal
adviser to the Aravis Group.
Enquiries:
AGI Therapeutics plc Tel: +353 1 449 3254
David Kelly
Davy Corporate Finance Tel: +353 1 679 6363
Financial adviser to AGI
John Frain
David Nangle
Goodbody Corporate Finance Tel: +353 1 667 0420
Financial adviser to the Aravis
Group
Simon Howley
Stephen Kane
Responsibility Statements
The directors of AGI accept responsibility for the information
contained in this announcement relating to AGI, the AGI Group, the
directors of AGI and members of their immediate families, related
trusts and persons connected with them, and for the recommendation
and related opinions of the directors of AGI contained in this
announcement. To the best of the knowledge and belief of the
directors of AGI (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
The directors of Aravis Group accept responsibility for the
information contained in this announcement; other than that
relating to AGI, the AGI Group, the directors of AGI and members of
their immediate families, related trusts and persons connected with
them, and any recommendation and related opinions of the directors
of AGI. To the best of the knowledge and belief of the directors of
the Aravis Group (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
Financial Advisers
Davy Corporate Finance which is regulated by the Central Bank of
Ireland, is acting exclusively for AGI and no one else in
connection with the Offer and will not be responsible to anyone
other than AGI for providing the protections afforded to customers
of Davy Corporate Finance or for providing advice in relation to
the Offer or any other matters referred to in this
announcement.
Goodbody Corporate Finance which is regulated by the Central
Bank of Ireland, is acting exclusively for the Aravis Groupand no
one else in connection with the Offer and will not be responsible
to anyone other than the Aravis Group for providing the protections
afforded to customers of Goodbody Corporate Finance or for
providing advice in relation to the Offer or any other matters
referred to in this announcement.
General
This announcement does not constitute an offer to purchase,
sell, subscribe for or exchange or the solicitation of an offer to
purchase, sell, subscribe for or exchange any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise.
The distribution of this announcement in or into certain
jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this announcement and all other documents
relating to the Offer are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute
a violation of the securities laws
of any such jurisdiction.
Any response in relation to the Offer should be made only on the
basis of the information contained in the Offer Document or any
document by which the Offer are made.
This announcement is made pursuant to Rule 2.5 of the Takeover
Rules.
Pursuant to Rule 2.6(c) of the Takeover Rules, this announcement
will be available to AGI employees on AGI's website
(www.agitherapeutics.com).
Forward-looking Statements
This announcement may contain certain forward-looking statements
with respect to the financial condition, results of operations and
business of the AGI Group and/or the Aravis Group and certain plans
and objectives of the Board of AGI and/or the Board of Aravis.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar meaning. These statements are based on assumptions and
assessments made by the Board of AGI and/or the Board of Aravis in
light of their respective experience and their respective
perception of historical trends, current conditions, expected
future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve risk and
uncertainty, and the factors described in the context of such
forward-looking statements in this announcement could cause actual
results or developments to differ materially from those expressed
in or implied by such forward-looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this announcement. None
of AGI or Aravis assumes any obligation to update or correct the
information contained in this announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date. Nothing
contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of AGI
or Aravis except where expressly stated.
Rule 8 - Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Rules, if any
person is, or becomes, 'interested' (directly or indirectly) in one
per cent. or more of any class of "relevant securities" of AGI, all
"dealings" in any "relevant securities" of AGI (including by means
of an option in respect of, or a derivative referenced to, any such
"relevant securities") must be publicly disclosed by no later than
3:30 p.m. (Dublin time) on the Business Day following the date of
the relevant transaction. This requirement will continue until the
date on which the Offer becomes or is declared unconditional as to
acceptances or lapses or is otherwise withdrawn or on which the
Offer Period otherwise ends. If two or more persons co-operate on
the basis of any agreement, either express or tacit, either oral or
written, to acquire an "interest" in "relevant securities" of AGI,
they will be deemed to be a single person for the purpose of Rule
8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
"dealings" in "relevant securities" of AGI, by AGI or Aravis, or by
any of their respective "associates", during the Offer Period must
be disclosed by no later than 12.00 noon (Dublin time) on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Panel's website at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks in this paragraph, Dealing Disclosure
Requirements, are defined in the Takeover Rules, which can also be
found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a "dealing" under Rule 8, you
should consult the Panel's website at www.irishtakeoverpanel.ie or
contact the Panel on telephone number +353 (0) 1 678 9020; fax
number +353 (0) 1 678 9289
No Profit Forecast
No statement in this announcement is intended to constitute a
profit forecast for any period, nor should any statement be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for AGI.
Rule 2.10 - Disclosure Requirements
In accordance with Rule 2.10 of the Takeover Rules, AGI confirms
that, as at the close of business on 06 January 2012, its issued
share capital comprised 67,412,783 ordinary shares of EUR0.01
each.
Furthermore, AGI confirms that there are, at the close of
business on 06 January 2012, 10,776,948 share options that have
been granted by the Company and that are currently outstanding with
an option price per AGI Share ranging from EUR0.08 to EUR1.82 with
a weighted average exercise price of EUR0.64. All 10,776,948 share
options were granted under the AGI Share Option Plan adopted by the
shareholders on 27 January 2006, and amended by special resolution
at the annual general meeting of 7 June 2007. On the basis of the
Offer price and the closing US$/EUR exchange rate of 1.2776 on 06
January 2012, 4,200,000 AGI Options are "in the money".
Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction
09 January 2012
PRE-CONDITIONAL RECOMMENDED CASH OFFER
BY
ARAVIS THERAPEUTICS LIMITED
FOR
AGI THERAPEUTICS PLC
1. Introduction
The boards of Aravis TherapeuticsLimited ("Aravis") and AGI
Therapeutics plc ("AGI") are pleased to announce that they have
reached agreement on the terms of a recommended cash offer by
Aravis for the entire issued and to be issued share capital of
AGI.
2. The Offer
The Offer, which is on the terms and subject to the conditions
set out in Appendix I to this announcement and is subject to the
further terms to be set out in the Offer Document and the Form of
Acceptance, is being made on the following basis:
for each AGI Share US$0.1171 in cash
The Offer values the entire issued and to be issued share
capital of AGI at approximately US$8.4 million (EUR6.6
million).
Based on the closing US$/EUR exchange rate of 1.2776 on 06
January 2012, being the last Business Day prior to this
announcement, the Offer values each AGI Share at EUR0.0917. This
represents:
-- a premium of approximately 67 per cent. to the Closing Price
of EUR0.055 per AGI Share on 06 January 2012, being the last
Business Day prior to the date of this announcement;
-- a premium of approximately 130 per cent. to the average daily
Closing Price per AGI Share for the three months up to the last
Business Day prior to the date of this announcement, being
EUR0.040;
-- a premium of approximately six per cent. to the average daily
Closing Price per AGI Share for the six months up to the last
Business Day prior to the date of this announcement, being
EUR0.039.
While AGI Shares are quoted and traded in Euro and Sterling, AGI
reports in US Dollars. The funding for Aravis's Offer is in US
Dollars. Accordingly the Offer is being made in US Dollars. AGI
Shareholders will be able to elect to receive their cash
consideration pursuant to the Offer either in US Dollars or Euro.
The Euro amount payable will be determined based on the prevailing
US$/EUR exchange rate on the day the Offer becomes or is declared
wholly unconditional or if valid acceptances are received after
that date then on the day their cash consideration is converted
into Euro.
AGI Shareholders should note that the Offer values each AGI
Share at EUR0.0917, based on the closing US$/EUR exchange rate of
1.2776 on 06 January 2012, being the last practicable day prior to
this announcement. The calculation of any euro cash amount payable
under the Offer will be subject to movements in the closing US$/EUR
exchange rate between 06 January 2012, being the last practicable
Day prior to this announcement, and the date that their cash
consideration is converted into Euro. To the extent that AGI
Shareholders do not elect to receive their cash consideration
pursuant to the Offer in Euro or US Dollars then their cash
consideration will be paid in Euro at the prevailing US$/EUR
exchange rate.
3. Background to and Reasons for the Offer
Aravis recognises the qualities of the AGI senior management
team who have a proven track record of repurposing drugs for
significant un-met medical needs. AGI therefore provides Aravis
with a management team and an Irish platform for growth of its
global operations.
4. Recommendation
The Board of AGI, which has been so advised by Davy Corporate
Finance, considers the terms of the Offer to be fair and
reasonable. In providing advice on the Offer to the Board of AGI,
Davy Corporate Finance has taken into account the commercial
assessments of the Board of AGI.
Accordingly, the Board of AGI unanimously recommends that AGI
Shareholders accept the Offer.
5. Background to and Reasons for the Recommendation
In May 2009, AGI discontinued its Rezular development programme
following disappointing results from the Phase III ARDIS-1 efficacy
study. In response, AGI reduced its cost base including closing its
US office, reducing headcount and minimising overheads and clinical
programme and research costs.
In September 2009, AGI refocused its business with the objective
of identifying a new lead programme to develop a specialty product
for niche or "orphan" designated markets.
Following the adoption of this new business plan, AGI evaluated
a number of candidates from its then internal pipeline and also
sought to in-license external product candidates. Extensive
commercial and technical due diligence was conducted and
preliminary research was undertaken on a number of such candidates.
However, this did not yield a candidate that met a risk return
investment profile acceptable to the Board.
In addition, AGI continued to evaluate internally-derived
product concepts for further development and in March 2011,
announced the identification of a new lead programme, AGI-350,
which was to be developed for use in critical care, in particular
in the treatment of critically ill ventilated patients.
A pre-clinical proof of concept programme for AGI-350 confirmed
the feasibility of delivering AGI-350 by inhalation and minimising
key indices of the disease model, but did not provide sufficient
evidence of a differentiated improvement over alternative
therapeutic options. Given these results the board of AGI concluded
that investing all of AGI's remaining resources in this project was
not prudent and the Board determined that the preferred strategy
would be to seek a development partner for AGI-350. Following
active discussions with potential partners, the Board has concluded
that it is unlikely to secure a development partner within a
reasonable timeframe due to the early stage of development of
AGI-350.
The Board believes that, due to the early stage development of
AGI-350 and current difficulties in global financial markets, it
will be extremely challenging, to raise finance to fund a clinical
programme for AGI-350 at this time and any financing is likely to
have onerous terms and conditions and be highly dilutive for
Shareholders. Delaying any further investment pending a recovery in
the financial markets or continuing to seek an alternative lead
programme is deemed unattractive by the Board as the outcome and
its timing is uncertain and AGI's cash resources would continue to
reduce in that period.
AGI has sought, where possible, to out-license or divest its
legacy intellectual property, including the sale of certain patents
relating to AGI-022 to Warner-Chilcott plc during 2011 for a
consideration of approximately $0.3m. There are currently no active
discussions in relation to any other legacy assets of AGI and were
such to materialise, the Board does not believe that any
consideration would materially affect the cash position of the
business.
AGI also explored possible strategic opportunities with a number
of other parties but none of these were considered acceptable by
the Board. In light of the above, and as AGI's share price had
traded below its net asset value for a significant period of time,
the Board considered a number of mechanisms to return cash to
Shareholders including special dividends and other methods of
distributing the Company's remaining cash resources to
Shareholders. The Board considered these alternatives alongside the
Offer in terms of maximising returns to Shareholders in an
efficient and expedient manner and concluded that the Offer
represents the best outcome for Shareholders as a whole.
Accordingly, the Board of AGI unanimously recommends that AGI
Shareholders accept the Offer.
6. Pre-Condition
The making of the Offer is conditional upon satisfaction of the
pre-condition set out in Appendix III to this announcement. The
pre-condition requires Aravis to receive by 12 noon on the date of
this announcement irrevocable undertakings in a form satisfactory
to Aravis from AGI Directors, and the AGI Investors to accept (or
procure the acceptance of) the Offer in respect of 31,359,118 AGI
Shares and, to the extent exercised, 4,200,000 "in the money" AGI
Share Options, in aggregate representing approximately 49.6 per
cent. of the entire issued and to be issued share capital of AGI at
the date of this announcement.
7. Information Relating to AGI
AGI is a specialty pharmaceutical company which is focused on
the development and commercialisation of differentiated specialty
drug products to treat unmet medical needs, including conditions
which qualify for orphan drug status.
The Company's lead programme, AGI-350, is at an early stage of
development and is being developed to treat a significant un-met
medical need in the critical care setting where effective and
efficient delivery of the drug directly to the lung is required to
treat a life-threatening, lung-related, condition.
For the year ended 31 December 2010, AGI reported a net loss
before income tax of EUR3.6 million (2009: loss before income tax
of EUR10.6 million) on revenue of EUR0.067 million (2009: EUR0.320
million).
8. Information Relating to Aravis
Aravis was incorporated in Ireland on 20 December 2011 under the
Companies Act 1963-2009 as a private limited company (registered
number 507679). The directors of Aravis are Mr. Bala Venkataraman
and Mr. Virinder Nohria. Aravis is a wholly owned subsidiary of
Aravis International, which is in turn a wholly owned subsidiary of
Vidara Therapeutics, which is a wholly owned subsidiary of Altiva.
No member of the Aravis Group has traded since incorporation, nor
have any of them entered into any obligation other than in
connection with the Offer.
The Aravis Group companies have been formed to be a specialty
pharmaceutical group focused on the development and
commercialisation of differentiated specialty drug products to
treat unmet medical needs, including conditions which qualify for
orphan drug status.
9. Financing the Offer
The Cash Consideration payable by Aravis under the terms of the
Offer will be funded using Aravis' existing cash resources. These
cash resources have been made available to Aravis by Altiva.
Further information on the financing of the Offer will be set
out in the Offer Document.
Goodbody Corporate Finance, financial adviser to the Aravis
Group, is satisfied that sufficient resources are available to
Aravis to satisfy in full the Cash Consideration payable under the
terms of the Offer.
10. Management, Directors and Employees
Aravis values the skills and experience of the existing
management and employees of AGI.
Aravis has no current intentions to change the main locations of
AGI's places of business, to re-deploy AGI's fixed assets or to
change materially the conditions of employment of AGI's
employees.
Aravis confirms that existing employment rights, including
pension rights, of the employees of AGI, will be fully safeguarded
upon completion of the Offer.
Upon the Offer becoming or being declared unconditional in all
respects, the non-executive directors of AGI intend to resign from
the Board of AGI.
11. Expenses Reimbursement Agreement
AGI has entered into an expenses reimbursement agreement dated
09 January 2012 with Aravis (the "Expenses Reimbursement
Agreement"), the terms of which have been approved by the Panel.
Under the Expenses Reimbursement Agreement, AGI has agreed to pay
specific, quantifiable third party costs and expenses incurred by
Aravis in connection with the Offer (including vouched out of
pocket expenses incurred by third party advisers to Aravis only) in
the circumstances outlined below. The liability of AGI to pay these
amounts is limited to a maximum amount equal to 1 per cent. of the
total value of the entire issued share capital of AGI (but
excluding any AGI Shares held by Aravis) at the Offer price per AGI
Share. The circumstances in which such payment will be made are
if:
-- the Board of AGI withdraws, adversely modifies or qualifies
its recommendation to AGI Shareholders to accept the Offer (to
include any public announcement by AGI of a recommendation of, or
intention to recommend, a Competing Offer), or indicates or
communicates to Aravis an intention to do so; or
-- prior to the Offer being withdrawn by Aravis or lapsing in
accordance with its terms, a Competing Offer is announced under
Rule 2.5 of the Takeover Rules and that Competing Offer, or a
Competing Offer in which that Competing Party is interested or
participates, subsequently becomes effective or unconditional in
all respects or is otherwise completed within 12 months of such
lapse or withdrawal.
Davy Corporate Finance, the financial adviser to the Board, and
the Board of AGI have each confirmed in writing to the Panel that
in their opinion, in the context of the Offer, the Expenses
Reimbursement Agreement is in the best interests of AGI and AGI
Shareholders.
12. Escrow and Warranty Deed
In connection with the Offer, AGI Executive Directors have
agreed to provide certain warranties to Aravis in respect of the
AGI Group. As security for the warranties to be provided, the AGI
Executive Directors and AGI Investors identified in Appendix III to
this announcement have agreed to deposit approximately twenty per
cent. (20%) of the consideration they receive pursuant to the Offer
in an escrow account. The funds standing to the credit of the
escrow account shall be available to Aravis in the event of a
successful claim for breach of warranty provided such claim is made
in the period ending fifteen (15) months after the date falling 14
days after the date on which the Offer is declared unconditional in
all respects.
The AGI Shareholders (other than as identified in this paragraph
12) shall not have any funds placed in escrow and are not party to
the Escrow and Warranty Deed and will not be required to give any
warranties in respect of AGI or its business.
13. Transaction Agreement
Aravis and AGI have entered into an agreement dated 09 January
2012 (the "Transaction Agreement") setting out, among other things,
various matters in relation to the conduct of the Offer.
In particular, under the Transaction Agreement, AGI has
agreed:
-- subject to any actions which the Company is required to take
so as to comply with the requirements of the Takeover Rules or the
general principles of the Takeover Rules that neither it nor any of
its subsidiaries shall directly or indirectly, solicit or initiate
any discussions with, or enquiries or proposals from, any person
other than Aravis, any Associate of Aravis or any person acting in
concert with Aravis (a "Third Party") in respect of or in
connection with the acquisition of control (as defined in the
Takeover Rules) of AGI (a "Third Party Transaction Proposal")
during the period commencing on the date of the Agreement and
ending on the earlier of (i) midnight on 16 March 2012, (ii) the
date on which the Transaction Agreement is terminated in accordance
with its provisions, (iii) the date on which the Offer is withdrawn
by Aravis or lapses and (iv) the date that the Offer becomes
unconditional in all respects or becomes effective (the
"Non-Solicitation Period");
-- subject to any provision to the contrary in the Takeover
Rules applicable to the Offer, the Company shall during the
Non-Solicitation Period promptly advise Aravis in writing of
receipt of any Third Party Transaction Proposal (setting out
details of the material terms and conditions of the Third Party
Transaction Proposal) and keep Aravisreasonably informed on a
reasonably current basis of the status and material terms and
conditions of any such Third Party Transaction Proposal; and
-- for the duration of the Non-Solicitation Period, that in the
event that AGI receives a Third Party Transaction Proposal which is
determined by the Board of AGI to be in an amount which exceeds the
value of the Offer, AGI shall inform Aravis immediately in writing
of such approach and the terms of the Third Party Transaction
Proposal (an "Alternative Proposal Notice") and Aravis shall have
72 hours following the time it receives the Alternative Proposal
Notice to communicate to AGI a revision of the terms of the Offer,
such that they are at least the same as, or more favourable than,
the terms offered under such Third Party Transaction Proposal,
failing which AGI may recommend such Third Party Transaction
Proposal.
Further details of the Transaction Agreement will be set out in
the Offer Document.
14. AGI Share Option Plan
Appropriate proposals will be made to holders of AGI Share
Options. Details of these proposals will be outlined in the Offer
Document and set out in separate letters to be sent to holders of
AGI Share Options.
15. Disclosure of Interests and Short Positions in AGI
As at 06 January 2012, being the latest practicable date prior
to the date of this announcement, neither Aravis nor, so far as the
directors of Aravis are aware, any person acting in concert with
Aravis, has any interest in or holds any short position in any
class of relevant securities of AGI.
Neither Aravis nor any person acting in concert with Aravis has
any arrangement in relation to AGI Shares, or any securities
convertible or exchangeable into AGI Shares or options (including
traded options) in respect of, or derivatives referenced to, AGI
Shares. For these purposes, 'arrangement' includes an indemnity or
option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to relevant securities which
is, or may be, an inducement to deal or refrain from dealing in
such securities.
As at 06 January 2012, the latest practicable date prior to the
date of this announcement, Goodbody Corporate Finance and its
affiliates held 11,000 AGI Shares on behalf of discretionary
clients.
16. Compulsory Acquisition and Cancellation of Trading
Upon the Offer becoming or being declared unconditional in all
respects and sufficient acceptances having been received, it is the
intention of Aravis to apply the provisions of Section 204 of the
Act to acquire compulsorily any remaining AGI Shares on the terms
of the Offer.
It is intended that, subject to and following the Offer becoming
or being declared unconditional in all respects and sufficient
acceptances having been received, Aravis will procure that AGI
applies for cancellation of the trading of the AGI Shares on ESM
and on AIM. Cancellation of admission of the AGI Shares to trading
on ESM and AIM is likely to significantly reduce the liquidity and
marketability of any AGI Shares with respect to which the Offer has
not been accepted. It is anticipated that, subject to any
applicable requirements of the Irish Stock Exchange and the London
Stock Exchange, cancellation of admission to trading on ESM and AIM
will take effect no earlier than 20 Business Days after either (i)
the date on which Aravis has, by virtue of shareholdings and valid
acceptances of the Offer, acquired or unconditionally agreed to
acquire issued share capital carrying at least 75 per cent. of the
voting rights of AGI; or (ii) the first date of issue of compulsory
acquisition notices under Section 204 of the Act, as applicable.
Aravis will notify AGI Shareholders when the required 75 per cent.
acceptance threshold has been attained and will confirm that the
notice period has commenced and the anticipated date of
cancellation. Following such cancellation, Aravis intends to
procure that AGI is re-registered from a public limited company to
a private limited company.
17. Overseas Shareholders
The availability of the Offer to persons not resident in Ireland
or the United Kingdom may be affected by the laws of the
jurisdiction in which they are resident. Persons who are resident
in any jurisdiction or territory other than Ireland or the United
Kingdom should obtain professional advice and observe any
applicable requirements. Further details in relation to overseas
shareholder will be contained in the Offer Document.
18. General
The Offer will be made subject to the conditions and further
terms set out in Appendix I and to be set out in the Offer
Document. The Offer Document will include full details of the Offer
and the expected timetable and will be accompanied by the Form of
Acceptance.
The Offer Document and the Form of Acceptance will be despatched
to AGI Shareholders and, for information only, to holders of AGI
Share Options in due course. The Offer will be governed by the laws
of Ireland and will be subject to the applicable requirements of
the Takeover Rules and, where relevant, the ESM Rules, the AIM
Rules and applicable laws.
Details of the bases of calculation and sources of certain
information set out in this announcement are included in Appendix
II. Certain terms used in this announcement are defined in Appendix
IV.
This announcement is being made pursuant to Rule 2.5 of the
Takeover Rules.
Responsibility Statements
The directors of AGI accept responsibility for the information
contained in this announcement relating to AGI, the AGI Group, the
directors of AGI and members of their immediate families, related
trusts and persons connected with them, and for the recommendation
and related opinions of the directors of AGI contained in this
announcement. To the best of the knowledge and belief of the
directors of AGI (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
The directors of Aravis Group accept responsibility for the
information contained in this announcement; other than that
relating to AGI, the AGI Group, the directors of AGI and members of
their immediate families, related trusts and persons connected with
them, and any recommendation and related opinions of the directors
of AGI. To the best of the knowledge and belief of the directors of
Aravis Group (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
Financial Advisers
Davy Corporate Finance which is regulated by the Central Bank of
Ireland, is acting exclusively for AGI and no one else in
connection with the Offer and will not be responsible to anyone
other than AGI for providing the protections afforded to customers
of Davy Corporate Finance or for providing advice in relation to
the Offer or any other matters referred to in this
announcement.
Goodbody Corporate Finance which is regulated by the Central
Bank of Ireland, is acting exclusively for the Aravis Groupand no
one else in connection with the Offer and will not be responsible
to anyone other than the Aravis Group for providing the protections
afforded to customers of Goodbody Corporate Finance or for
providing advice in relation to the Offer or any other matters
referred to in this announcement.
General
This announcement does not constitute an offer to purchase,
sell, subscribe for or exchange or the solicitation of an offer to
purchase, sell, subscribe for or exchange any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise.
The distribution of this announcement in or into certain
jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this announcement and all other documents
relating to the Offer are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute
a violation of the securities laws
of any such jurisdiction.
Any response in relation to the Offer should be made only on the
basis of the information contained in the Offer Document or any
document by which the Offer is made.
This announcement is made pursuant to Rule 2.5 of the Takeover
Rules.
Pursuant to Rule 2.6(c) of the Takeover Rules, this announcement
will be available to AGI employees on AGI's website
(www.agitherapeutics.com).
Forward-looking Statements
This announcement may contain certain forward-looking statements
with respect to the financial condition, results of operations and
business of the AGI Group and/or the Aravis Group and certain plans
and objectives of the Board of AGI and/or the Board of Aravis.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar meaning. These statements are based on assumptions and
assessments made by the Board of AGI and the Board of Aravis in
light of their respective experience and their respective
perception of historical trends, current conditions, expected
future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve risk and
uncertainty, and the factors described in the context of such
forward-looking statements in this announcement could cause actual
results or developments to differ materially from those expressed
in or implied by such forward-looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this announcement.
Neither AGI nor Aravis assumes any obligation to update or correct
the information contained in this announcement, whether as a result
of new information, future events or otherwise, except to the
extent legally required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date. Nothing
contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of AGI
or Aravis except where expressly stated.
Rule 8 - Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Rules, if any
person is, or becomes, 'interested' (directly or indirectly) in one
per cent. or more of any class of "relevant securities" of AGI, all
"dealings" in any "relevant securities" of AGI (including by means
of an option in respect of, or a derivative referenced to, any such
"relevant securities") must be publicly disclosed by no later than
3:30 p.m. (Dublin time) on the Business Day following the date of
the relevant transaction. This requirement will continue until the
date on which the Offer becomes or is declared unconditional as to
acceptances or lapses or is otherwise withdrawn or on which the
Offer Period otherwise ends. If two or more persons co-operate on
the basis of any agreement, either express or tacit, either oral or
written, to acquire an "interest" in "relevant securities" of AGI,
they will be deemed to be a single person for the purpose of Rule
8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
"dealings" in "relevant securities" of AGI, by AGI or Aravis or by
any of their respective "associates", during the Offer Period must
be disclosed by no later than 12.00 noon (Dublin time) on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Panel's website at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks in this paragraph, Dealing Disclosure
Requirements, are defined in the Takeover Rules, which can also be
found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a "dealing" under Rule 8, you
should consult the Panel's website at www.irishtakeoverpanel.ie or
contact the Panel on telephone number +353 (0) 1 678 9020; fax
number +353 (0) 1 678 9289
No Profit Forecast
No statement in this announcement is intended to constitute a
profit forecast for any period, nor should any statement be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for Aravis or AGI, as appropriate.
APPENDIX I
CONDITIONS TO THE OFFER
The Offer will comply with the Takeover Rules and, where
relevant, the ESM Rules and the AIM Rules and will be subject to
the terms and conditions set out in this document and to be set out
in the Offer Document. The Offer will be governed by laws of
Ireland and subject to the exclusive jurisdiction of the courts of
Ireland, which exclusivity shall not limit the right to seek
provisional or protective relief in the courts of another State
during or after any substantive proceedings have been instituted in
Ireland, nor shall it limit the right to bring enforcement
proceedings in another State on foot of an Irish judgment.
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. (Dublin time) on the initial
closing date (or such later time(s) and/or date(s) as Aravis may,
with the consent of the Panel or in accordance with the Takeover
Rules, decide) in respect of not less than 80 per cent. (or such
lower percentage as Aravis may decide) in nominal value of the AGI
Shares Affected, provided that this condition shall not be
satisfied unless Aravisshall have acquired or agreed to acquire
(whether pursuant to the Offer or otherwise) AGI Shares conferring
in aggregate more than 50 per cent. of the voting rights then
exercisable at a general meeting of AGI.
For the purposes of this condition:
(i) any AGI Shares which have been unconditionally allotted
shall be deemed to carry the voting rights they will carry upon
their being entered in the register of members of AGI; and
(ii) the expression "AGI Shares Affected" shall mean:
(A) AGI Shares which have been issued or unconditionally
allotted on or before the date the Offer is made; and
(B) AGI Shares which have been issued or unconditionally
allotted after that date but before the time at which the Offer
closes, or such earlier date as Aravis may, subject to the Takeover
Rules, decide (not being earlier than the date on which the Offer
becomes unconditional as to acceptances or, if later, the initial
closing date);
but excluding any AGI Shares which, on the date the Offer is
made, are held in the beneficial ownership of Araviswithin the
meaning of Section 204 of the Act;
(b) no national, federal, local or governmental commission,
board, body, bureau, or other regulatory authority or agency,
including courts and other judicial bodies, any competition,
anti-trust or supervisory body or other governmental, regulatory
agency or body or securities exchange, including any
instrumentality or entity designed to act for or on behalf of any
of the foregoing, in each case, having instituted or implemented
any action, proceeding, investigation, enquiry, reference or suit
or having made, enforced, enacted, issued or deemed applicable to
the Offer any statute, regulation or order or having withheld any
consent which would reasonably be expected to:
(i) make the Offer or the acquisition or the proposed
acquisition of any shares in, or control of, AGI by any member of
the Aravis Group void, unenforceable or illegal under the laws of
any relevant jurisdiction or directly or indirectly prohibit or
otherwise materially restrict or delay the implementation of, or
impose material additional adverse conditions or obligations with
respect thereto, or require amendment thereof, the Offer or the
acquisition of any shares in, or control of, AGI by any member of
the Aravis Group;
(ii) except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the AGI Group taken
as a whole or the Aravis Group taken as a whole, require, prevent
or delay the divestiture (or alter the terms of any proposed
divestiture) by the Aravis Group or the AGI Group of all or any
substantial part of their respective businesses, assets or
properties (including, without limitation, the shares or securities
of any other member of the AGI Group) or impose any limitation on
their ability to conduct all or any part of their respective
businesses and to own or control any of their respective assets or
properties;
(iii) impose any material limitation or delay on the ability of
Aravis to acquire, or to hold or to exercise effectively, directly
or indirectly, all or any material rights of ownership of shares,
AGI Shares, (or the equivalent) in, or to exercise voting or
management control over, AGI or any subsidiary or subsidiary
undertaking of AGI which is material in the context of the AGI
Group taken as a whole (each a 'Material Subsidiary') or on the
ability of any member of the AGI Group to hold or exercise
effectively, directly or indirectly, rights of ownership of shares
(or the equivalent) in, or to exercise rights of voting or
management control over, any member of the AGI Group;
(iv) except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the AGI Group taken
as a whole, require any member of the Aravis Group or any member of
the AGI Group to acquire or offer to acquire any shares or other
securities (or the equivalent) in, or any interest owned by, any
member of the AGI Group owned by any third party;
(v) except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the AGI Group taken
as a whole, cause any member of the AGI Group to cease to be
entitled to any authorisations, clearances, consents, grants,
licences, permissions and approvals in Ireland used by it in the
carrying on of its business; or
(vi) otherwise materially adversely affect the business,
financial condition or results of operations of the AGI Group taken
as a whole;
for the purposes of this Appendix I, the effects referred to in
the foregoing sub-paragraphs (i) through (vi) are referred to as a
"Restraint";
(c) having obtained from any board, body, bureau, or other
regulatory authority or agency, including courts and other judicial
bodies, or any Irish competition, anti-trust or supervisory body or
other governmental, regulatory agency or body or securities
exchange, any Clearances required to be obtained or made by the AGI
Group or Aravis in connection with the Offer (except, in each case,
for any Clearance or additional instrument that does not impose a
Restraint on AGI or Aravis), it being understood that neither AGI
nor Aravis shall be required to make any material payments, other
than filing or other fees payable to a Governmental Authority for
seeking the relevant Clearance, all such Clearances remaining in
full force and effect, there being no notified intention to revoke
or vary or not to renew the same at the time at which the Offer
becomes otherwise unconditional;
(d) all applicable waiting periods during which any Governmental
Authority could, in respect of the Offer or the proposed
acquisition of any shares or other securities (or the equivalent)
in, or control of, AGI or any member of the AGI Group by Aravis,
institute or implement any legal action, proceeding or suit under
the laws of any jurisdiction which would be reasonably expected to
have a material adverse effect (in value terms or otherwise) in the
context of the AGI Group taken as a whole), having expired, lapsed
or been terminated;
(e) except as disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, facility, lease
or other instrument to which any member of the AGI Group is a party
or by or to which any such member or any of its respective assets
is bound, entitled or be subject and which, in consequence of the
Offer would or would be reasonably expected to result (except
where, in any of the following cases, the consequences thereof
would not be material (in value terms or otherwise) in the context
of the AGI Group taken as whole) in:
(i) any monies borrowed by, or any indebtedness or liability
(actual or contingent) of, or any grant available to any member of
the AGI Group becoming, or becoming capable of being declared,
repayable immediately or prior to their or its stated maturity or
the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or
other security interest wherever existing or having arisen over the
whole or any part of the business, property or assets of any member
of the AGI Group or any such mortgage, charge or other security
interest becoming enforceable;
(iii) any such arrangement, agreement, licence, permit,
franchise, facility, lease or other instrument or the rights,
liabilities, obligations or interests of any member of the AGI
Group thereunder, or the business of any such members with, any
person, firm or body (or any arrangement or arrangements relating
to any such interest or business) being terminated or adversely
modified or any adverse action being taken or any obligation or
liability arising thereunder;
(iv) any assets or interests of, or any asset the use of which
is enjoyed by, any member of the AGI Group being or falling to be
disposed of or charged, or ceasing to be available to any member of
the AGI Group or any right arising under which any such asset or
interest would be required to be disposed of or charged or would
cease to be available to any member of the AGI Group otherwise than
in the ordinary course of business;
(v) any Material Subsidiary ceasing to be able to carry on business; or
(vi) the creation of any liability or liabilities (actual or
contingent) by any member of the AGI Group;
unless, if any such provision exists, such provision shall have
been waived, modified or amended on terms reasonably satisfactory
to Aravis;
(f) save as disclosed and/or save as publicly disclosed by AGI
by the making of an announcement to the Irish Stock Exchange and/or
the London Stock Exchange at any time up to 09 January 2012 (being
the date of this announcement) or otherwise publicly disclosed in
the interim results of the AGI Group for the period ended 30 June
2011, no member of the AGI Group having after the date of this
announcement:
(i) issued or agreed to issue additional shares of any class, or
securities convertible into or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or
convertible or exchangeable securities save with the consent of
Aravis and the Panel, (except for (A) issues to AGI or wholly owned
subsidiaries of AGI (B) upon any exercise of AGI Share
Options);
(ii) recommended, declared, paid or made or issued any bonus
issue, dividend or other distribution other than bonus issues,
dividends or other distributions lawfully paid or made by a wholly
owned subsidiary of AGI to another member of the AGI Group;
(iii) save for intra-AGI Group transactions, made or authorised,
proposed or announced any change in its loan capital (save in
respect of loan capital which is not convertible into share capital
and is not material (in value terms or otherwise) in the context of
the AGI Group taken as a whole);
(iv) implemented, authorised, proposed or announced its
intention to propose any merger, demerger, reconstruction,
amalgamation, scheme or (except in the ordinary and usual course of
trading) acquisition or disposal of (or of any interest in) assets
or shares (or the equivalent thereof) in any undertaking or
undertakings (except in any such case where the consequences of any
such merger, demerger, reconstruction, amalgamation, scheme,
acquisition or disposal would not be material (in value terms or
otherwise) in the context of the AGI Group taken as a whole);
(v) except in the ordinary course of business entered into or
materially improved, or made any offer (which remains open for
acceptance) to enter into or materially improve, the terms of any
non-executive director (save as disclosed) or the terms of the
employment contract with any AGI Director or permitted a variation
in the terms or rules governing the AGI Share Option Plan (save as
disclosed);
(vi) issued any loan capital or debentures or (save in the
ordinary course of business and save for intra-AGI Group
transactions and except where the consequences thereof would not be
material (in value terms or otherwise) in the context of the AGI
Group, taken as a whole) incurred any indebtedness;
(vii) purchased, redeemed or repaid or announced any offer to
purchase, redeem or repay any of its own shares or other securities
(or the equivalent) or reduced or made any other change to any part
of its share capital;
(viii) merged with any body corporate, partnership or business,
or (except where the consequences thereof would not be material (in
value terms or otherwise) in the context of the AGI Group, taken as
a whole) acquired or disposed of, transferred any asset or
mortgaged or encumbered any assets or any right, title or interest
in any asset (including shares and trade investments) other than in
the ordinary course of business;
(ix) (except in the ordinary course of business or where the
consequences thereof would not be material (in value terms or
otherwise) in the context of the AGI Group taken as a whole or save
as disclosed) entered into or varied in any respect any contract,
transaction, arrangement or commitment or announced its intention
to enter into or vary in any respect any contract, transaction,
arrangement or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or
unusual nature or magnitude or which is or would be materially
restrictive on the business of the AGI Group taken as a whole;
(x) (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the AGI Group taken
as a whole) been unable, or admitted in writing that it is unable,
to pay its debts or having stopped or suspended (or threatened to
stop or suspend) payment of its debts generally or ceased to carry
on all or a substantial part of any business;
(xi) (except where the consequences thereof would not be
material (in value terms or otherwise) in the context of the AGI
Group taken as a whole) made or agreed to any significant change to
the terms of the trust deeds (including the termination or partial
termination of the trusts) constituting the pension schemes
established for its directors and/or employees and/or their
dependants or to the benefits which accrue, or to the pensions
which are payable thereunder, or to the basis on which
qualification for or accrual or entitlement to such benefits or
pensions are calculated or determined, or to the basis upon which
the liabilities (including pensions) of such pension schemes are
funded or made, or agreed or consented to any change to the
trustees involving the appointment of a trust corporation;
(xii) save in respect of a voluntary solvent liquidation of a
member of the AGI Group which was solvent and dormant at the
relevant time or a member of the AGI Group which is not a Material
Subsidiary, taken any corporate action or (except where the
consequences thereof would not be material (in value terms or
otherwise) in the context of the AGI Group taken as a whole) had
any legal proceedings instituted against it in respect of its
winding-up, dissolution, examination or reorganisation or for the
appointment of a receiver, examiner, administrator, administrative
receiver, trustee or similar officer of all or any part of its
assets or revenues, or (A) been the subject of any analogous
proceedings in any jurisdiction, or (B) appointed any analogous
person in any jurisdiction in which AGI or any Material Subsidiary
shall be incorporated or carry on any business;
(xiii) entered into any agreement, contract or binding
commitment or passed any resolution or made any offer or
announcement with respect to, or to effect any of the transactions,
matters or events set out in this condition (without prejudice to
the exceptions to each paragraph with regard to materiality and
other matters); or
(xiv) except in the case of amendments to the memoranda or
articles of association of subsidiaries which are not material,
amended its memorandum and articles of association (save as agreed
with Aravis).
(g) save as disclosed and/or save as publicly disclosed by AGI
by the making of an announcement to the Irish Stock Exchange and/or
the London Stock Exchange at any time up to 09 January 2012 (being
the date of this announcement) there not having arisen since the
date of this announcement any adverse change or adverse
deterioration in the business, financial condition or results of
operations of the AGI Group taken as a whole (save to an extent
which would not be material (in value terms or otherwise) in the
context of the AGI Group taken as a whole); and
(h) Aravis not having discovered that any financial, business or
other information concerning the AGI Group which has been publicly
disclosed is misleading or contains a misrepresentation of fact
(save where the consequences of which would not be material (in
value terms only) in the context of the AGI Group taken as a
whole).
For the purposes of the conditions set out above:
(i) "Clearances", means all consents, clearances, permissions
and waivers that need to be obtained, all applications and filings
that need to be made and all waiting periods that may need to have
expired, from or under the laws or regulations applied by any
Governmental Authority in connection with the implementation of the
Offer and, in each case, that constitute Conditions; and any
reference to Conditions having been "satisfied" shall be construed
as meaning that the foregoing have been obtained, or where
appropriate, made or expired in accordance with the relevant
Condition;
(ii) "disclosed" means fairly disclosed (i) in writing by or on
behalf of AGI to any member of the Aravis Group or its respective
employees, officers or professional advisers at any time in the
period from 06 December 2012 up to 09 January 2012 (being the date
of this announcement) or (ii) in documentation, notified to Aravis
in writing as being available for inspection, contained in the
virtual data room compiled in relation to the Offer and hosted by
Sterling AG at https://www.sterlingxag.com);
(iii) "intra-AGI Group transactions" means transactions between
two or more members of the AGI Group;
(iv) "substantial interest" means an interest in 20 per cent. or
more of the voting equity capital of an undertaking;
(v) "Aravis Group" means the Aravis Group, its associated
undertakings and any entities in which any member of the Aravis
holds a substantial interest; and
(vi) "AGI Group" means the AGI Group, its associated
undertakings and any entities in which any member of the AGI Group
holds a substantial interest.
Subject to the requirements of the Panel, Aravis reserves the
right (but shall be under no obligation) to waive, in whole or in
part, all or any of the conditions except for (a).
The Offer will lapse unless all the conditions set out above are
fulfilled or (if capable of waiver) waived or where appropriate
determined by Aravisin its reasonable opinion to have been or
remain satisfied by midnight on the day which is 21 days after the
later of the initial closing date and the date on which the Offer
becomes or is declared unconditional as to acceptances (or such
later date as Aravismay, with the consent of the Panel or in
accordance with the Takeover Rules, decide). Aravisshall be under
no obligation to waive or treat as fulfilled any of conditions set
out at (b) to (h) inclusive by a date earlier than the date
specified above for the satisfaction thereof notwithstanding that
the other conditions of the Offer may at such earlier date have
been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be
capable of fulfilment.
If Aravis is required to make an offer for AGI Shares under the
provisions of Rule 9 of the Takeover Rules, Aravis may make such
alterations to any of the above conditions as are necessary to
comply with the provisions of that rule.
Aravis reserves the right, following consultation with AGI and
with the consent of the Panel, to elect to implement the
acquisition of the AGI Shares by way of a scheme of arrangement
under Section 201 of the Act. In such event, the scheme of
arrangement will be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which would
apply to the Offer. In particular, the condition at (a) will not
apply and the scheme of arrangement will become effective and
binding on the following:
(i) approval at a court meeting or any separate class meeting,
if applicable, which may be required by the court, (or any
adjournment thereof) by a majority in number of the AGI
Shareholders present and voting, either in person or by proxy,
representing 75 per cent. or more in value of the AGI Shares held
by such holders;
(ii) the resolutions required to approve and implement the
scheme of arrangement and to be set out in a notice of
extraordinary general meeting of the holders of the AGI Shares
being passed by the requisite majority at such extraordinary
general meeting;
(iii) the sanction of the scheme of arrangement and confirmation
of any reduction of capital involved therein by the court (in both
cases with or without modifications, on terms reasonably acceptable
to Aravisand AGI); and
(iv) office copies of the orders of the court sanctioning the
scheme of arrangement and confirming the reduction of capital
involved therein and the minute required by Section 75 of the Act
in respect of the reduction of capital being delivered for
registration to the Registrar of Companies and the orders and
minute confirming the reduction of capital involved in the scheme
of arrangement being registered by the Registrar of Companies in
Ireland.
APPENDIX II
BASES OF CALCULATION AND SOURCES OF INFORMATION
In this announcement, unless otherwise stated or the context
otherwise requires, the following bases and sources have been
used:
(a) historical share prices have been sourced from the Irish
Stock Exchange;
(b) the value of the whole of the existing issued share capital
of AGI is based upon the entire issued ordinary share capital at
the date of this announcement, namely 67,412,783 AGI Shares;
(c) unless otherwise stated, the financial information
concerning AGI has been extracted from the annual reports and
audited accounts of AGI for the relevant periods;
(d) references to a percentage of AGI Shares are based on the
number of AGI Shares in issue as set out at paragraph (b);
(e) references to the arrangements in place between AGI and
Aravis regarding an expenses reimbursement agreement are sourced
from the terms of the Expenses Reimbursement Agreement approved by
the Panel;
(f) references to the arrangements in place between AGI and
Aravis regarding a transaction agreement are sourced from the
Transaction Agreement; and
(g) the entire issued and to be issued share capital (fully
diluted share capital) of AGI is calculated on the basis of:
-- the number of issued AGI Shares, as set out in paragraph (b) above; and
-- assumes the "in the money" options in respect of 4,200,000
AGI Shares Options under the AGI Share Option Plan as at 06 January
2012, the latest practicable date prior to this announcement and
which are, or are expected to become, exercisable on or before or
just after the Offer becoming or being declared unconditional in
all respects.
(h) The US$/EUR exchange rate of 1.2776 on 06 January 2012 is
the European Central Bank reference rate at 06 January 2012 sourced
from the website of the Central Bank of Ireland
APPENDIX III
PRE-CONDITION
The Offer is conditional upon Aravis having received irrevocable
undertakings by 12 noon on the date of this announcement in a form
satisfactory to Aravis from AGI Directors and Investors to accept
or procure the acceptance of the Offer in respect of approximately
49.6 per cent. of the entire issued and to be issued share capital
of AGI as follows:
AGI Directors
From the following AGI Directors in respect of their interests
in accordance with the Takeover Rules of AGI Shares and, to the
extent exercised, the "in the money" AGI Share Options totalling in
aggregate, 15,095,446 AGI Shares, representing approximately 26.9
per cent. of the entire issued and to be issued share capital of
AGI.
Total number Percentage
of AGI Shares Total number of
of "in the AGI's fully
money" AGI diluted
Share Options share capital
------------------------------- --------------- --------------- ---------------
John Devane 10,255,576 1,260,000 16.1%
Patrick Ashe 1,597,226 840,000 3.4%
Mary Martin 1,136,789 1,260,000 3.3%
David Kelly 655,000 840,000 2.1%
Total Executive Directors'
Shares 13,644,591 4,200,000 24.9%
------------------------------- --------------- --------------- ---------------
Ronan Lambe 1,435,855 0 2.0%
Chris Blackwell 15,000 0 0.02%
Total Non-Executive Director'
Shares 1,450,855 0 2.0%
------------------------------- --------------- --------------- ---------------
Total Interests 15,095,466 4,200,000 26.9%
=============================== =============== =============== ===============
AGI Investors
From the following AGI Investors to accept, or procure the
acceptance of, the Offer in respect of, in aggregate, 16,263,672
AGI Shares, representing approximately 22.8 per cent. of the entire
issued and to be issued share capital of AGI.
Total number Percentage
of AGI Shares Total number of
of "in the AGI's fully
money" AGI diluted
Share Options share capital
----------------------------------- --------------- --------------- ---------------
ACT 2001 Venture Capital
Fund 8,131,836 0 11.4%
Delta Equity Fund II Limited
Partnership 4,065,918 0 5.7%
Irish BioScience Venture
Capital Fund Limited Partnership 4,065,918 0 5.7%
Total Interests 16,263,672 0 22.8%
=================================== =============== =============== ===============
APPENDIX IV
DEFINITIONS
Act the Companies Act 1963 of Ireland
Acting in Concert shall have the meaning given to that
term in the Irish Takeover Panel Act
1997
AIM the Alternative Investment Market
operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published
by the London Stock Exchange from
time to time
AGI or the Company AGI Therapeutics Group plc
AGI Directors, Directors the directors of AGI at the date of
of AGI or Board of AGI this announcement
AGI Executive Directors John Devane, Mary Martin, Patrick
Ashe and David Kelly
AGI Group AGI and its subsidiaries and subsidiary
undertakings
AGI Investors ACT 2001 Venture Capital Fund, Delta
Equity Fund II Limited Partnership
and Irish BioScience Venture Capital
Fund Limited Partnership
AGI Share Option Plan the AGI share option plan as adopted
by the Board on 27 January 2006, and
amended by special resolution at the
annual general meeting of 7 June 2007
AGI Share Options options to subscribe for AGI Shares
granted pursuant to the AGI Share
Option Plan
AGI Shareholders holders of AGI Shares
AGI Shares the existing unconditionally allotted
or issued and fully paid ordinary
shares of EUR0.01 each in the capital
of AGI and any further such shares
which are unconditionally allotted
or issued before the date on which
the Offer closes (or such earlier
date as Aravis may, with the Panel's
consent or subject to the Takeover
Rules, decide)
Altiva Altiva Capital LLC, a Delaware limited
liability company, whose beneficial
owner is Bala Venkataraman
Associate shall have the meaning given to that
term in the Takeover Rules
Aravis Aravis Therapeutics Limited, a company
incorporated in Ireland under number
507679 and is a which is a wholly
owned subsidiary of Aravis International
Aravis International Aravis Therapeutics International
Limited a company incorporated in
Ireland under number 507678 and is
a which is a wholly owned subsidiary
of Vidara Therapeutics
Aravis Directors the directors of Aravis at the date
of this announcement
Aravis Group Aravis, Aravis International, Vidara
and Altiva and their subsidiaries
and subsidiary undertakings from time
to time and "member of the Aravis
Group" shall be construed accordingly
Business Day any day (other than a public holiday,
Saturday or Sunday) on which clearing
banks in Dublin are open for normal
business
Cash Consideration for each AGI Share US$0.1171 in cash
Closing Price the closing middle market price of
an AGI Share as derived from the Irish
Stock Exchange
Competing Offer any offer by a party other than Aravis
(or an Associate of Aravis or a person
Acting in Concert with Aravis) which
is publicly disclosed by means of
announcement pursuant to the Takeover
Rules and which, if completed, would
result in such third party or its
Associates holding more than 50 per
cent. of the voting and other equity
securities of AGI
Conditions the conditions to the Offer set out
in Appendix I
Davy or Davy Corporate Davy Corporate Finance, an affiliate
Finance of J&E Davy, trading as Davy, acting
as financial adviser to AGI
entire issued and to be (i) the entire issued ordinary share
issued share capital of capital at the date of this announcement,
AGI namely 67,412,783 AGI Shares; and
(ii) to the extent exercised, the
"in the money" options in respect
of 4,200,000 AGI Shares outstanding
under the AGI Share Option Plan as
at 06 January 2012, the latest practicable
date prior to this announcement and
which are, or are expected to become,
exercisable on or before or just after
the Offer becoming or being declared
unconditional in all respects
ESM the Enterprise Securities Market,
a market operated by the Irish Stock
Exchange
ESM Rules the ESM Rules for Companies published
by the Irish Stock Exchange from time
to time
Euro or EUR or EUR the currency unit of participating
member states of the European Union
as defined in Recital (2) of Council
Regulation 974/98/EC
Expenses Reimbursement has the meaning ascribed to that term
Agreement in paragraph 11 of this announcement
Form of Acceptance the forms of acceptance relating to
the Offer which will accompany the
Offer Document
Goodbody Corporate Finance Goodbody Corporate Finance, financial
adviser to Aravis Group
Ireland the island of Ireland excluding Northern
Ireland and the word "Irish" shall
be construed accordingly
Irish Stock Exchange the Irish Stock Exchange Limited
London Stock Exchange the London Stock Exchange plc
Northern Ireland the counties of Antrim, Armagh, Derry,
Down, Fermanagh and Tyrone on the
island of Ireland
Offer the recommended offer to be made by
Aravis to acquire the entire issued
and to be issued share capital of
AGI on the terms and subject to the
conditions to be set out in the Offer
Document and the Form of Acceptance,
and where the context so requires,
any subsequent revision, variation,
extension or renewal of such offer
Offer Document the document detailing the terms and
conditions of the Offer to be sent
to AGI Shareholders
Offer Period means the period commencing on the
date of this announcement being 09
January 2012
Panel the Irish Takeover Panel, established
pursuant to the Irish Takeover Panel
Act 1997
Restricted Jurisdiction any jurisdiction where local laws
or regulations may result in a significant
risk of civil, regulatory or criminal
exposure if information is sent or
made available to AGI Shareholders
in that jurisdiction
Takeover Rules the Irish Takeover Panel Act, 1997,
Takeover Rules 2007
Transaction Agreement has the meaning ascribed to that term
in paragraph 12 of this announcement
UK or United Kingdom the United Kingdom of Great Britain
and Northern Ireland (and its dependent
territories)
US the United States of America, its
territories and possessions, any state
of the United States of America and
the District of Columbia and any other
area, subject to its jurisdiction
US$ or US Dollars US dollars, the lawful currency of
the United States
Vidara Therapeutics Vidara Therapeutics LLC, a Delaware
limited liability company which is
a wholly owned subsidiary of Altiva
All references to time in this document are to Dublin time.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
Any reference to "subsidiary undertaking", "associated
undertaking" and "undertaking" have the meanings given by the
European Communities (Companies: Group Accounts) Regulations,
1992.
Any reference to "subsidiary" has the meaning given to it by
Section 155 of the Act.
Any references to any provision of any legislation shall include
any amendment, modification, re-enactment or extension thereof. Any
reference to any legislation is to Irish legislation unless
specified otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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