NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND DOES NOT CONSTITUTE
AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7
OF THE TAKEOVER CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM
OFFER WILL BE MADE AS A RESULT OF THE FORMAL SALE PROCESS, NOR AS
TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
FOR IMMEDIATE RELEASE
4 March 2024
Renalytix
plc
("Renalytix plc" or the
"Company")
Unsolicited Approach from
Possible Strategic Acquiror, Launch of Formal Sale Process, and
Update on Financing
Renalytix plc (NASDAQ: RNLX) (LSE: RENX), an artificial
intelligence-enabled in vitro diagnostics company, focused on
optimizing clinical management of kidney disease to drive improved
patient outcomes and advance value-based care provides the
following update in regard to an unsolicited approach from a
possible strategic acquiror, launch of a Formal Sale Process, and
its advanced financing activities.
Formal Sale Process
Renalytix has received an
unsolicited approach from a large and well-capitalised publicly
listed strategic diagnostics company, which is in the process of
evaluating an acquisition of the entire issued, and to be issued,
share capital of the Company.
Therefore, the Company has commenced
a review of all available options, including a possible sale of the
Company and/or its assets, and has commenced a formal sale process
(as referred to in Note 2 on Rule 2.6 of the City Code on Takeovers
and Mergers) (the "Formal Sale
Process"). The Formal Sale Process will enable the
Board and its advisers to conduct an orderly process and engage
more widely with all potentially interested parties, with a view to
optimising the outcome for Renalytix's shareholders. It remains
possible that, following completion of the Formal Sale Process, the
Board will consider that Renalytix and its shareholders would be
best served by alternative strategic options available to the
Company, including by Renalytix continuing to trade on AIM and
Nasdaq as an independent entity.
The Takeover Panel has granted a
dispensation from the requirements of Rules 2.4(a), 2.4(b) and
2.6(a) of the Takeover Code such that any interested party
participating in the Formal Sale Process will not be required to be
publicly identified as a result of this announcement and will not
be subject to the 28 day deadline referred to in Rule 2.6(a) of the
Takeover Code for so long as it is participating in the Formal Sale
Process.
The Board is working with and
intends to appoint Stifel Nicolaus Europe Limited ("Stifel") as Sole Financial Adviser and
Rule 3 Adviser with respect to the Formal Sale Process and any
offer for the Company that may be forthcoming.
Parties interested in submitting any
expression of interest or other proposal relating to any strategic
option for the Company, should contact Stifel via the contact
details given below.
It is currently expected that any
party interested in submitting any form of proposal for
consideration within the Formal Sale Process will, at the
appropriate time, be required to enter into a non-disclosure
agreement and standstill arrangement with the Company on terms
satisfactory to the Board and on the same terms, in all material
respects, as other interested parties before being permitted to
participate in the process. The Company then intends to provide
such interested parties with certain information on its business,
following which interested parties shall be invited to submit their
proposals to Stifel. The Company will update the market in due
course regarding timings for the Formal Sale Process. The Board
reserves the right to alter any aspect of the process as outlined
above or to terminate the process at any time and in such cases
will make an announcement as appropriate. The Board also reserves
the right to reject any approach or terminate discussions with any
interested party at any time.
Shareholders are advised that this
announcement does not represent a firm intention by any party to
make an offer under Rule 2.7 of the Takeover Code and there can be
no certainty that any offers will be made as a result of the Formal
Sale Process, that any sale, strategic investment or other
transaction will be concluded, nor as to the terms on which any
offer, strategic investment or other transaction may be
made.
Following this announcement, the
Company is now considered to be in an Offer Period as defined in
the Takeover Code, and the dealing disclosure requirements set out
below will apply.
Further announcements will be made
in due course.
Financing Discussions
As part of a review of funding
options currently being explored, the directors of Renalytix (the
"Board") are considering
possible sources of funding, including equity and debt. The Company
is in advanced discussions with certain existing shareholders as
well as potential new equity and debt providers.
The Company has cash on hand of $2.3
million and marketable securities of approximately $1.4 million as
at 3 March 2024. As reported on February 15, 2024, operating
cost reductions commenced during the fiscal second quarter
continued with a fiscal third quarter cash burn target
approximately 33% less than in the prior quarter and approximately
50% less than in the first quarter of fiscal 2024. The Company
expects existing cash resources to finance the business through
April 2024, foregoing the possible Sale of the Company and/or its
assets, or successful completion of the advanced financing
activities noted above.
For further information, please
contact:
Renalytix plc
James McCullough, CEO
|
www.renalytix.com
Via Walbrook
PR
|
|
|
Stifel (Nomad and Joint Broker to Renalytix)
Nicholas Moore / Nick Harland /
Samira Essebiyea
|
Tel: 020 7710
7600
|
|
|
Investec Bank plc (Joint Broker)
Gary Clarence / Shalin
Bhamra
|
Tel: 020 7597
4000
|
|
|
Walbrook PR Limited
Paul McManus / Alice Woodings /
Charlotte Edgar
|
Tel: 020 7933
8780 or renalytix@walbrookpr.com
Mob: 07980
541893 / 07407 804654 / 07884 664686
|
|
|
CapComm Partners
Peter DeNardo
|
Tel:
415-389-6400 or investors@renalytix.com
|
Inside Information
This announcement contains inside
information for the purposes of Article 7 of Regulation (EU) No
596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018. The person responsible for
arranging the release of this announcement on behalf of Renalytix
plc is James McCullough.
About Renalytix
Renalytix (NASDAQ: RNLX) (LSE: RENX)
is an in-vitro diagnostics and laboratory services company that is
the global founder and leader in the new field of bioprognosis™ for
kidney health. The leadership team, with a combined 200+ years of
healthcare and in-vitro diagnostic experience, has designed its
KidneyIntelX laboratory developed test to enable risk assessment
for rapid progressive decline in kidney function in adult patients
with T2D and early CKD (stages 1-3). We believe that by
understanding how disease will progress, patients and providers can
take action early to improve outcomes and reduce overall health
system costs. For more information, visit www.renalytix.com.
Important information
This announcement is not intended
to, and does not, constitute or form part of any offer, invitation
or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.
This announcement (including any
information incorporated by reference in this announcement)
contains statements about the Company that are or may be deemed to
be forward looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, may be forward looking
statements.
These forward-looking statements are
not guarantees of future performance. Such forward-looking
statements involve known and unknown 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 should not rely on such forward-looking statements, which
speak only as of the date of this announcement. The Company
disclaims any obligation or responsibility to update publicly or
review any forward-looking or other statements contained in this
announcement, except as required by applicable law.
The distribution of this
announcement in jurisdictions outside the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdictions.
Important Takeover Code notes
There can be no certainty that an
offer(s) will be made, nor as to the terms of any offer, and thus
whether any offer will be completed.
Notice related to financial adviser
Stifel Nicolaus Europe Limited
("Stifel"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as Financial Adviser exclusively for
Renalytix Plc and no
one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Renalytix Plc for providing the protections
afforded to clients of Stifel, nor for providing advice in relation
to any matter referred to herein.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover
Code, any person who is interested in one per cent. or more of any
class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified.
An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30 p.m. (London time) on the
10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover
Code, any person who is, or becomes, interested in one per cent. or
more of any class of relevant securities of the offeree company or
of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Rule 2.9 information
In accordance with Rule 2.9 of the
Takeover Code, Renalytix confirms that as at the close of business
on 01 March 2024 its issued share capital consisted of 99,930,156
ordinary shares of 0.25 pence each. The International Securities
Identification Number for Renalytix's ordinary shares is
GB00BYWL4Y04.
Publication on a website
In accordance with Rule 26.1 of the
Takeover Code, a copy of this announcement will be made available
(subject to certain restrictions relating to persons resident in
restricted jurisdictions) on Renalytix's website at
https://investors.renalytixai.com/investors
by no later than 12 noon (London time) on the
first business day following the date of this announcement. For the
avoidance of doubt, the content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.