Company name AGI Therapeutics plc
Headline Offer for AGI Therapeutics plc


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$/€ 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 (€6.6 million).

 

·          Based on the closing US$/€ 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 €0.0917. This represents:

 

·          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 €0.01 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 €0.08 to €1.82 with a weighted average exercise price of €0.64. 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$/€ 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 (€6.6 million).

 

Based on the closing US$/€ 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 €0.0917. This represents:

 

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$/€ 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 €0.0917, based on the closing US$/€ exchange rate of 1.2776 on 06 January 2012, being the last practicable day prior to this announcement. The calculation of any euro cash amount payable under the Offer will be subject to movements in the closing US$/€ 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$/€ 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 €3.6 million (2009: loss before income tax of €10.6 million) on revenue of €0.067 million (2009: €0.320 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$/€ 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 of AGI Shares

 

Total number of "in the money" AGI Share Options

Percentage of
AGI's fully diluted
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 of AGI Shares

 

Total number of "in the money" AGI Share Options

Percentage of
AGI's fully diluted
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 of AGI or Board of AGI

 

the directors of AGI at the date of 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 €0.01 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 Finance

Davy Corporate Finance, an affiliate of J&E Davy, trading as Davy, acting as financial adviser to AGI

 

entire issued and to be issued share capital of AGI

(i)        the entire issued ordinary share capital at the      date of this announcement, 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 € 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 Agreement

 

has the meaning ascribed to that term 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
 
 
OFFBPMMTMBIMTAT