TIDMREDX
RNS Number : 6199I
Redmile Group LLC
02 April 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
For immediate release
2 April 2020
RECOMMED MANDATORY CASH OFFER FOR REDX PHARMA PLC ("REDX")
REDMILE HAS NOW ACQUIRED OR AGREED TO ACQUIRE MORE THAN 50% OF
REDX PHARMA PLC
RM Special Holdings 3, LLC ("Redmile"), a special purpose
vehicle, wholly-owned by investment funds managed by Redmile Group,
LLC announces that since the announcement of the Recommended
Mandatory Cash Offer for Redx on 13 March 2020, it has acquired or
agreed to acquire a further 24,090,838 ordinary shares in Redx
Pharma plc ("Redx Shares"), in aggregate representing approximately
12.67 per cent. of the ordinary share capital of Redx in issue on
the date of this announcement, for a price of 15.5 pence per share
(together, the "Acquisitions"). Upon settlement of the
Acquisitions, Redmile will own a total of 110,589,734 Redx Shares,
representing approximately 58.20 per cent. of the ordinary share
capital of Redx in issue on the date of this announcement.
Once Redmile holds more than 50 per cent. in aggregate of the
issued ordinary share capital of Redx, the Mandatory Offer will
become wholly unconditional. A further announcement will be made
following the settlement of the Acquisitions.
Unless the context otherwise requires or to the extent otherwise
defined in this announcement, terms defined in the announcement of
the Recommended Mandatory Cash Offer dated 13 March 2020 will have
the same meaning when used in this announcement.
Enquiries
Redmile +1 415 489 9980
SPARK Advisory Partners Limited (Financial Adviser to Redmile) +44 20 3368 3552
Matt Davis
Important notices relating to the financial advisers
Spark Advisory Partners Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to Redmile and no-one
else in connection with the Offer and other matters described in
this Announcement, and will not be responsible to anyone other than
Redmile for providing the protections afforded to clients of Spark
Advisory Partners Limited or for providing advice in relation to
the Offer, the contents of this Announcement or any other matter
referred to in this Announcement. Neither Spark Advisory Partners
Limited nor any of its partners, directors, officers, employees or
agents owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Spark Advisory Partners Limited in connection with this
Announcement, any statement contained herein, the Offer or
otherwise. Spark Advisory Partners Limited has given, and not
withdrawn, its consent to the inclusion in the Announcement of the
references to its name in the form and context in which it
appears.
Further information
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, ANY OFFER
TO SELL OR ANY INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE, NOR SHALL THERE BE
ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN
THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF
APPLICABLE LAW.
THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT AND
THE FORM OF ACCEPTANCE, WHICH WILL CONTAIN THE FULL TERMS AND
CONDITIONS OF THE OFFER. ANY DECISION OR ACCEPTANCE IN RELATION TO
THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION
CONTAINED IN THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF
APPLICABLE). REDX SHAREHOLDERS ARE ADVISED TO READ THE OFFER
DOCUMENT AND FORM OF ACCEPTANCE (IF APPLICABLE) CAREFULLY WHEN IT
BECOMES AVAILABLE, BECAUSE IT SHALL CONTAIN IMPORTANT INFORMATION
RELATING TO THE OFFER.
No person has been authorised to make any representations on
behalf of Redmile concerning the Offer which are inconsistent with
the statements contained herein, and any such representations, if
made, may not be relied upon as having been so authorised.
No person should construe the contents of this Announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Redx Shareholders outside the United Kingdom
The availability of the Offer and the release, publication and
distribution of this Announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are subject to the laws of any
jurisdiction other than the United Kingdom into whose possession
this Announcement comes should inform themselves about and observe
any such applicable requirements.
Failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Accordingly, copies of this Announcement, the Offer Document, the
Form of Acceptance and any other related document will not be, and
must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into any Restricted Jurisdiction and
persons in such Restricted Jurisdictions receiving such documents
(including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions as doing so may
violate the laws of such jurisdictions and may make invalid any
purported acceptance of the Offer by persons in any such Restricted
Jurisdiction.
The receipt of cash pursuant to the Offer by Redx Shareholders
may be a taxable transaction under applicable national, state or
local, as well as foreign and other, tax laws. Each Redx
Shareholder is urged to consult its independent professional
adviser regarding the tax consequences of accepting the Offer.
This Announcement has been prepared for the purpose of complying
with English law, the rules of the London Stock Exchange and the
Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside
England and Wales.
The Offer will not be made, directly or indirectly, in or into,
or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of any Restricted Jurisdiction and the Offer
will not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted
Jurisdiction. Accordingly, copies of this Announcement and any
other related document will not be, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into any
Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions as doing so may
violate the laws of such jurisdictions and may make invalid any
purported acceptance of the Offer by persons in any such Restricted
Jurisdiction.
Additional information for US investors
The Offer is being made for shares of an English company that is
not registered under the US Exchange Act of 1934 (the " Exchange
Act ") and is subject to UK disclosure requirements, which are
different from those of the United States.
The Offer will not be submitted to the review or registration
procedures of any regulator outside of the UK and has not been
approved or recommended by any governmental securities regulator.
The Offer is being made in reliance on the Tier 1 exemption from
certain requirements of the US securities laws and is governed by
laws, regulations and procedures of a non-US country that are
different from those of the United States. Accordingly, the Offer
will be subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments, that are different
from those applicable under US domestic tender offer procedures and
law. To the extent, if any, that the Offer is subject to the US
securities laws, they only apply to holders of Redx Shares in the
United States and no other person has any claims under such
laws.
It may be difficult or impossible for US holders of Redx Shares
to enforce their rights and claims, if any, arising out of the US
federal securities laws, since Redx is located in a country other
than the United States. US holders of Redx Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
In accordance with normal United Kingdom practice and pursuant
to Rule 14e-5(b) of the Exchange Act, Redmile or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, shares or other
securities of Redx outside the US, other than pursuant to the
Offer, before or during the period in which the Offer remains open
for acceptance. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated
prices. Any information about such purchases or arrangements to
purchase shall be disclosed as required in the UK, shall be
reported to a Regulatory Information Service and shall be available
on the London Stock Exchange website,
www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer of
its Redx Shares pursuant to the Offer will likely be a taxable
transaction for United States federal income tax purposes. Each
Redx Shareholder is urged to consult his or her independent
professional advisor immediately regarding the tax consequences of
acceptance of the Offer applicable to them, including under
applicable United States state and local, as well as overseas and
other, tax laws.
Publication of this Announcement and availability of hard
copies
A copy of this Announcement will be available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on Redx's website at
https://www.redxpharma.com/investors/investor-centre/ and on
Redmile's website at www.redmilegrp3.com by no later than 12 noon
(London time) on the first Business Day after the date of this
Announcement and will be available until the end of the Offer
Period.
Neither the content of Redmile's nor Redx's websites nor the
content of any websites accessible from hyperlinks on such website
(or any other websites) are incorporated into, or form part of,
this Announcement nor, unless previously published by means of a
Regulatory Information Service, should any such content be relied
upon in reaching a decision regarding the matters referred to in
this Announcement.
In addition, in accordance with Rule 30 of the Takeover Code, a
hard copy of this Announcement and any information incorporated by
reference in this Announcement may be requested by contacting WG
Partners LLP on +44 (0)20 3705 9330.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPUUUORRBUSRAR
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