Recommended Cash Acquisition of Stallergenes Greer PLC by Ares Life Sciences I S.à r.l.
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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 OF SUCH JURISDICTION
For immediate release
21 March 2019
RECOMMENDED CASH ACQUISITION
STALLERGENES GREER PLC
ARES LIFE SCIENCES I S.À R.L.
(to be implemented by way of a scheme of arrangement under
Part 26 of the U.K. Companies Act 2006)
- The special committee of independent directors of Stallergenes Greer (Paris:STAGR) (the "Special Committee") and Ares Life Sciences I S.à r.l. ("Waypoint") are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by Waypoint of the entire issued, and to be issued, ordinary share capital of Stallergenes Greer not held directly or indirectly by Waypoint (the "Acquisition").
- The Acquisition will be implemented by way of an English law scheme of arrangement (the "Scheme") which requires, among other things, both the approval of SG Shareholders (other than Waypoint) and the approval of the High Court of Justice of England and Wales. Following the Acquisition, Stallergenes Greer will be de-listed from the regulated market of Euronext Paris.
- Under the terms of the Scheme, Shareholders will be entitled to receive:
in respect of each Scheme Share: Euro 37.00 in cash
- The Acquisition values the Existing Issued Share Capital at approximately Euro 730.1 million with an enterprise value of approximately Euro 678.5 million, and represents a premium of approximately:
- 42.9 per cent. to the closing price per Share of Euro 25.90 (the "Closing Price") on the Last Practicable Date;
- 33.5 per cent. to the volume weighted average Closing Price per Share of Euro 27.71 for the three months ended on the Last Practicable Date; and
- 30.6 per cent. to the volume weighted average Closing Price per Share of Euro 28.33 for the twelve months ended on the Last Practicable Date.
Background to and reasons for the Acquisition
- On 18 December 2018, Waypoint GP Limited, which manages Waypoint's immediate parent, Ares Life Sciences L.P., approached the Board to explore the possibility of Waypoint becoming the sole shareholder in Stallergenes Greer. Following this approach, the Board formed the Special Committee to evaluate and consider the proposal on behalf of Stallergenes Greer.
- Waypoint has been Stallergenes Greer's majority shareholder since 2015 and on the Last Practicable Date held approximately 83.9 per cent. of the Existing Issued Share Capital. Waypoint continues to recognise and value Stallergenes Greer as a leader in the development and marketing of allergy immunotherapy treatments.
- However, in light of Stallergenes Greer's limited public float, Waypoint has concluded that the benefits of having Shares publicly listed are limited, and the costs of maintaining such listing are not justified for Shareholders. In addition, de-listing Shares from the regulated market of Euronext Paris would allow Stallergenes Greer's management team to focus on the successful implementation of Stallergenes Greer's business objectives without the distraction of listing obligations. Enabling the management team to focus on the execution of Stallergenes Greer's business objectives without this distraction is particularly important as Stallergenes Greer continues to recover from the difficult operational challenges of recent years.
- Waypoint believes that the Acquisition, in combination with an Acquisition Price that delivers a highly attractive valuation and full liquidity to Shareholders, represents the best alternative for all of Stallergenes Greer's stakeholders.
- The Acquisition will be implemented by way of the Scheme, on the terms and subject to the conditions set out in this Announcement and to be set out in a document to be dispatched to (among others) Shareholders, including, among other things, the full terms and conditions of the Scheme (the "Scheme Document").
- To become Effective, the Scheme requires, among other things, the approval of a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders present and voting in person or by proxy at a meeting of Scheme Shareholders, and the passing of the resolutions necessary to implement the Acquisition at a general meeting of SG Shareholders. After this, the Scheme must also be approved by the Court.
- Stallergenes Greer will put in place arrangements similar to those which it has put in place for its previous shareholder meetings to allow Shareholders to vote (or direct the vote) of the Scheme Shares in which they are interested so that it is only Shareholders who determine whether the approval required at the Court Meeting of Scheme Shareholders is given.
- Waypoint is not entitled to vote at the Court Meeting of Scheme Shareholders.
- The Scheme will complete if the relevant resolutions are passed at the two shareholder meetings referred to above, the Court Order is obtained and the Court Order is filed at Companies House. If the Scheme completes, it will bind all of the Scheme Shareholders, even those who did not vote in favour of the Scheme, and Shareholders will receive the Acquisition Price in respect of each Scheme Share they hold. The Scheme will fail if the necessary majority does not approve the resolutions at the two shareholder meetings referred to above or if the Court does not then approve the Scheme. If the Scheme fails, Waypoint will not acquire any Scheme Shares pursuant to the Acquisition, even from Scheme Shareholders who voted in favour of the Scheme.
- Waypoint intends to finance the aggregate price payable to Shareholders through a new debt facility to be entered into by Waypoint (or one of Waypoint's affiliates) before the Effective Date. Waypoint and Stallergenes Greer have also entered into the Funding Commitment Letter with certain affiliates of Waypoint, setting out arrangements for Waypoint to pay the aggregate price payable to Shareholders pursuant to the Scheme if the debt facility is not available.
- It is expected that:
- the Scheme Document will be dispatched to Shareholders and, for information only, to participants in Share Schemes within 28 days following the date of this Announcement; and
- the Scheme will become Effective in May 2019, subject to the satisfaction of the Conditions and certain further terms set out in Appendix I to this Announcement.
- If any dividend or other distribution is paid in respect of Shares on or after the date of this Announcement and before the Effective Date, Waypoint reserves the right to reduce the Acquisition Price by the aggregate per Share amount of such dividend or other distribution.