MALVERN, Pa., Sept. 17, 2018 /PRNewswire/ -- Realm
Therapeutics plc (NASDAQ: RLM / AIM: RLM), a biopharmaceutical
company with a proprietary technology platform of stabilized high
concentration hypochlorous acid (HOCl), today provides a corporate
update following the August 14, 2018
announcement of top-line results of the Company's Phase 2 trial of
PR022 in Atopic Dermatitis and announces the hiring of MTS Health
Partners, L.P. to act as an advisor in relation to a strategic
review that has been initiated by the Company, which may include
the potential sale of the Company as a possible outcome.
"A full analysis of our Atopic Dermatitis study results showed a
statistically significant efficacy signal in a sub-population
treated with the higher dose formulation. However, the overall
study results did not meet our threshold for continued investment
and, as such, we have decided to discontinue all of our drug
development programs, which are all based on the Company's
proprietary technology," said Alex
Martin, CEO of Realm Therapeutics.
"We have engaged MTS Health Partners to act as an advisor to
assist us in exploring potential strategic alternatives, as we seek
to maximize the value of our assets including the growing
Vashe® Wound care royalty stream and our FDA
510(k)-cleared anti-itch hydrogel, which was formerly marketed as
Aurstat™. Previously, we successfully developed and sold businesses
focused on supermarket retail and endoscope decontamination, both
of which were based on our proprietary HOCl technology. The Company
may look to in-license or acquire further assets or undertake a
broader corporate transaction."
Mr. Martin continued, "Our cash, cash equivalents and short-term
investments were $21.3 million as of
August 31, 2018. We have implemented
cost cutting measures, including a significant reduction in
headcount, in order to preserve our capital as we advance this
strategic review."
There is no assurance that the exploration of strategic
alternatives will result in a transaction or, if it does, the
nature or the terms of any such transaction. Any potential
strategic alternative will be evaluated by Realm's Board of
Directors (the "Board"). The Company will provide appropriate
updates as to the status of its strategic review, including the
expected timing of the formal sale process about which a further
announcement will be made shortly, but will not comment further
regarding its evaluation of potential transactions, unless a
transaction is recommended by the Board, or disclosure is
appropriate in the Board's view, or for regulatory reasons.
Formal Sale Process
The Panel on Takeovers and Mergers (the "Takeover Panel") has
agreed that any discussions with third parties may be conducted
within the context of a "formal sale process" (as referred to in
the City Code on Takeovers and Mergers (the "Code")). Accordingly,
the Takeover Panel has granted a dispensation from the requirements
of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any
interested party participating in the formal sale process will not
be required to be publicly identified under Rules 2.4(a) or 2.4(b)
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 Code for so long as
it is participating in the formal sale
process.
Following this announcement, the Company is now considered to be
in an "offer period" as defined in the Code, and the "dealing
disclosure" requirements listed below will apply.
Parties with a potential interest in making a proposal should
contact MTS Health Partners (details below). All such
interested parties will be required to enter into a non-disclosure
agreement in order to receive certain information on the Company,
its assets and business. Parties interested in participating in the
formal sale process will also be required to enter into a customary
standstill arrangement restricting them from purchasing shares in
the Company (except with Realm's consent).
There can be no certainty that any offer will be made, nor the
terms on which any offer will be made, or that any transaction will
ensue.
The Board reserves the right to alter or 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.
The Company is not in discussions with, nor in receipt of an
approach from, any potential offeror as at the date of this
announcement.
The person who arranged for the release of this announcement on
behalf of the Company was Marella
Thorell, Chief Financial Officer and Chief Operating
Officer.
About Realm Therapeutics
Realm Therapeutics is a biopharmaceutical company with a
proprietary technology platform of stabilized high concentration
hypochlorous acid (HOCl). The Company has an FDA 510(k)-cleared
anti-itch hydrogel, previously marketed as Aurstat™,
indicated for the management and relief of pain, burning and
itching experienced with various dermatoses, including Atopic
Dermatitis, Allergic Contact Dermatitis and Radiation Dermatitis.
The Company also receives a royalty stream from Vashe®
Wound care products out-licensed to a third party. Both of these
products were developed based on Realm's patented proprietary HOCl
technology. For more information on Realm Therapeutics please
visit www.realmtx.com.
Rule 2.9 Disclosures
In accordance with Rule 2.9 of the Code, Realm Therapeutics
plc confirms that as at close of business on September 14, 2018 (being the last business day
prior to the date of this announcement), it has in issue
116,561,917 ordinary shares of nominal value 10 pence each (and no treasury shares). The
International Securities Identification Number (ISIN) of the Realm
ordinary shares is GB00B3XBCR18.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested
in 1% 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 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm
(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 Code, any person who is, or becomes,
interested in 1% 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(s), 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 pm
(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).
Forward Looking Statements
Certain statements made in this announcement are
forward-looking statements, including with respect to the Company's
strategic plans, financial condition and cash position, exploration
of strategic alternatives and commencement of a formal sale
process. Words such as 'anticipates,' 'expects,' 'intends,'
'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. All statements
contained in this announcement that do not relate to matters of
historical fact should be considered forward-looking statements
including with respect to the growth of the Company's
Vashe® Wound care royalty stream; the ability to
extract any value from the Company's portfolio of assets; and any
outcome of a strategic alternative evaluation and potential formal
sale process. These statements are neither promises
nor guarantees, but involve known and unknown risks, uncertainties
and other important factors that may cause the Company's actual
results, performance or achievements to be materially different
from the Company's expectations expressed or implied by the
forward-looking statements, including, but not limited to, the
following: the Company's history of operating losses; the recently
announced results of the Company's Phase 2 trial of PR022 in
Atopic Dermatitis; and the general uncertainty around future plans
for the Company including the formal sale process. Additionally,
the Company's discontinuation of all of its drug development
programs and its exploration of strategic alternatives, including a
potential sale of the Company, represents a material change in
business strategy, which the Company may not be able to execute
effectively, on its intended timeline or at all, and its failure to
do so may impact the price and volatility of the Company's publicly
traded ordinary shares and American Depositary Shares representing
such ordinary shares. These risks and uncertainties and
other important factors which are referred to in Exhibit 99.3 to
the Company's Form 6-K furnished to the Securities and
Exchange Commission (SEC) on September 17, 2018 and the
Company's other reports furnished to or filed with the SEC,
could cause actual results to differ materially from those
indicated by the forward-looking statements made in this
announcement. Any such forward-looking statements represent
management's estimates as of the date of this announcement. While
we may elect to update such forward-looking statements at some
point in the future, we disclaim any obligation to do so, even if
subsequent events cause our views to change, except as
required by law or by any appropriate regulatory authority. These
forward-looking statements should not be relied upon as
representing our views as of any date subsequent to the date of
this announcement.
G-RLM
Contacts:
Realm Therapeutics plc
Alex Martin, Chief Executive
Officer
Marella Thorell, Chief Financial
Officer and Chief Operating Officer
Outside US: +44 (0) 20 3727 1000
US: +1 212 600 1902
Argot Partners
Stephanie Marks / Claudia Styslinger
+1 212 600 1902
FTI Consulting
Simon Conway / Mo Noonan
+44 (0) 20 3727 1000
N+1 Singer (Nominated Adviser and Broker)
Aubrey Powell / Jen Boorer
+44 (0) 20 7496 3000
MTS Health Partners, L.P. (Strategic Advisor)
Ravi Mehrotra, Partner
+1 (212) 887-2112
Mark Epstein, Partner
+1 (212) 887-2121
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SOURCE Realm Therapeutics