Iterum Therapeutics plc Announces Result of Proposal 8 at Annual General Meeting
June 15 2020 - 4:30PM
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.
The full text of Resolution No. 8 is set out in
the Proxy Statement which is available at
https://ir.iterumtx.com/2020-annual-general-meeting.
About Iterum Therapeutics
Iterum Therapeutics plc is a clinical-stage
pharmaceutical company dedicated to developing differentiated
anti-infectives aimed at combatting the global crisis of multi-drug
resistant pathogens to significantly improve the lives of people
affected by serious and life-threatening diseases around the world.
Sulopenem has demonstrated potent in vitro activity against a wide
variety of gram-negative, gram-positive and anaerobic bacteria
resistant to other antibiotics. Iterum Therapeutics has received
Qualified Infectious Disease Product (QIDP) and Fast Track
designations for its oral and IV formulations of sulopenem in seven
indications.
Safe Harbor Statement
This press release contains forward-looking
statements. These forward-looking statements include, without
limitation, statements regarding the potential exchange of notes
held by shareholders. In some cases, forward-looking statements can
be identified by words such as “may,” “believes,” “intends,”
“seeks,” “anticipates,” “plans,” “estimates,” “expects,” “should,”
“assumes,” “continues,” “could,” “would,” “will,” “future,”
“potential” or the negative of these or similar terms and phrases.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the Company’s actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Forward-looking
statements include all matters that are not historical facts.
Actual future results may be materially different from what is
expected due to factors largely outside the Company’s control,
including the uncertainties with respect to whether any holders of
Exchangeable Notes, including the Sarissa Funds, will exchange any
Exchangeable Notes, including the timing and amount of any such
exchanges and the percentage ownership of the Company’s ordinary
shares as a result of any potential future exchanges of
Exchangeable Notes, the uncertainties inherent in the conduct of
clinical trials, availability and timing of data from clinical
trials, the Company’s ability to apply for regulatory approval,
changes in regulatory requirements or decisions of regulatory
authorities, changes in public policy or legislation,
commercialization plans and timelines, if approved, the actions of
third-party clinical research organizations, suppliers and
manufacturers, the accuracy of the Company’s expectations regarding
how far into the future the Company’s cash on hand will fund the
Company’s ongoing operations, the sufficiency of the Company’s cash
resources and the Company’s ability to continue as a going concern,
the impact of COVID-19 and related responsive measures thereto,
risks and uncertainties concerning the outcome, impact, effects and
results of the Company’s evaluation of corporate, strategic and
financial alternatives, including the terms, timing, structure,
value, benefits and costs of any corporate, strategic or financial
alternative and the Company’s ability to complete one at all, the
price of the Company’s securities, and other factors discussed
under the caption “Risk Factors” in its most recently filed
Quarterly Report on Form 10-Q, and other documents filed with the
SEC from time to time. Forward-looking statements represent our
beliefs and assumptions only as of the date of this press release.
Except as required by law, we assume no obligation to update these
forward-looking statements publicly, or to update the reasons
actual results could differ materially from those anticipated in
the forward-looking statements, even if new information becomes
available in the future.
For further information:
CONTACT:Investor Contact: Judy Matthews Chief
Financial Officer 312-778-6073 IR@iterumtx.com
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