MALVERN, Pa., Nov. 29,
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 an update on timing of the ongoing
formal sale process as part of the previously announced strategic
review.
On September 17, 2018, Realm announced the commencement of
a strategic review, including the evaluation of a potential sale of
the Company being conducted within the context of a formal
sale process (as referred to in the City Code on Takeovers and
Mergers (the "Code")). The Board continues to consider many
strategic initiatives in parallel.
As part of the strategic review, Realm received multiple
indications of interest which include a potential sale of the
Company, contemplated as a reverse merger, directly and through
parties contacted by MTS Partners, LP acting as an
advisor in the strategic review. From among the several non-binding
proposals, the Company has selected a short list of potential
transactions and has advanced these to deal negotiation and due
diligence. The Company anticipates providing a further
update to shareholders in Q1 2019.
Realm is also considering the separate sale of its HOCl-related
assets, which include the Vashe® royalty stream, the anti-itch
hydrogel (formerly marketed as Aurstat™) and the Company's
HOCl-related intellectual property and other assets. The Company is
in advanced negotiations to sell these assets and expects to update
shareholders as to progress early in 2019.
As at October 31, 2018, Realm had
$20 million in cash and cash
equivalents, and short term investments.
Realm continues to assess all options available to the Company
to maximize shareholder value. There can be no certainty that any
transaction will ensue from the formal sale process whether as a
reverse merger or through the on-going efforts to monetize the HOCl
assets.
The Board reserves the right to alter or terminate any
prospective transaction 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.
Disclosure Requirements of the Code
Following the Company's announcement on September 17, 2018,
the Company is considered to be in an offer period as defined in
the Code, and the dealing disclosure requirements listed below
continue to apply.
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).
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 510K-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 the Vashe® Wound care portfolio of 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.
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.
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, and
exploration of strategic alternatives. 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
status of negotiations with potential counterparties in the
Company's formal sale process and the timing and possibility of
completing a transaction; the status of the potential sale of the
HOCl-related assets and any the timing and outcome of this process;
the ability to extract any value from our portfolio of assets; any
outcome of a strategic alternative evaluation process. These
statements are neither promises nor guarantees, but involve known
and unknown risks, uncertainties and other important factors that
may cause our actual results, performance or achievements to be
materially different from our expectations expressed or implied by
the forward-looking statements, including, but not limited
to, the general uncertainty around future plans for the
Company. Additionally, the Company's discontinuation of
the clinical development of all of its drug development
programs and its exploration of strategic alternatives 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
Receipts representing such shares. These risks and
uncertainties and other important factors which are referred to in
Exhibit 99.4 to our Form 6-K furnished to the Securities and
Exchange Commission (SEC) on August 14, 2018 and our
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