Iterum Therapeutics plc Announces Result of Proposal 8 at Annual General Meeting

DUBLIN, Ireland and CHICAGO, June 15, 2020 (GLOBE NEWSWIRE) -- Iterum Therapeutics plc (Nasdaq: ITRM), a clinical-stage pharmaceutical company developing anti-infectives against multi-drug resistant pathogens, today announced results of its Annual General Meeting held on June 10, 2020 (the “AGM”).

At the AGM, all resolutions proposed at the meeting were duly passed by poll.

Resolution No. 8 sought approval for the acquisition by investment funds managed and controlled by Sarissa Capital Management LP (together the Sarissa Funds) of up to 60% of the total issued ordinary share capital of the Company solely as a result of the potential future exchange of the 15,000 6.500% Exchangeable Senior Subordinated Notes due 2025 (the Exchangeable Notes) with an aggregate value of $15,000,000 held by the Sarissa Funds (the Sarissa Notes) without the Sarissa Funds and/or Sarissa Capital Management LP becoming obligated to make an offer to the Company's shareholders pursuant to Rule 9 of the Irish Takeover Panel Act, 1997, Takeover Rules, 2013 (the Rules). The result of the poll on Resolution No. 8 was 6,808,330 votes for; and 199,749 votes against.

Accordingly, the Sarissa Funds could acquire up to 60% of the then total issued ordinary share capital of the Company on an exchange (assuming physical settlement) of the Sarissa Notes (which for illustrative purposes would be 26,761,114 ordinary shares based on the Company’s issued ordinary share capital of 17,840,743 as at June 10, 2020) without incurring an obligation under Rule 9 of the Rules to make an offer to the Company's other shareholders.

Assuming (i) the Sarissa Funds exchange the Sarissa Notes in full at the earliest possible opportunity, being January 21, 2021, (ii) only the Sarissa Notes are exchanged and there are no exchanges by other holders of the Exchangeable Notes, (iii) the Company elects physical settlement with respect to such exchange and (iv) the exchange rate under the Exchangeable Notes is the initial exchange rate of 1,000 shares per $1,000 of principal and interest, the Sarissa Notes would convert into 15,000,000 ordinary shares, being 45.7% of the issued share capital of the Company (based on the Company’s issued ordinary share capital of 17,840,743 as at June 10, 2020 and not including certain excluded securities as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on May 7, 2020, the warrants issued in connection with the Company’s recent public offering of ordinary shares and concurrent private placement of warrants to purchase ordinary shares as previously disclosed in the Form 8-K filed with the Securities and Exchange Commission on June 4, 2020 and not taking into account any additional ordinary shares issuable to satisfy accrued and unpaid interest due upon exchange of the Sarissa Notes) and the Sarissa Funds and/or Sarissa Capital Management LP would not become obligated under Rule 9 of the Rules to make a general offer to the Company's other shareholders.