Aerocrine - extension of offer period

RNS Number : 1056Q

Circassia Pharmaceuticals Plc

15 June 2015

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA EXCEPT IN CERTAIN CIRCUMSTANCES, OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

Further, this announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any new ordinary shares of Circassia or Aerocrine AB in the United States or any jurisdiction in which any such offer or solicitation would be unlawful.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section.

15 June 2015

Circassia Pharmaceuticals plc

Circassia declares the offer for Aerocrine unconditional and extends the acceptance period

On 15 May 2015, Circassia Pharmaceuticals plc ("Circassia") made a public cash offer to the shareholders of Aerocrine AB ("Aerocrine") to tender all their shares in Aerocrine to Circassia at a price of SEK 2.55 in cash per share (the "Offer"). The acceptance period ended on 11 June 2015.

During the acceptance period 647,106,297 shares have been tendered in the Offer, corresponding to approx. 92.6 percent of the shares and the voting rights in Aerocrine. All conditions for the Offer have been fulfilled and Circassia hereby declares the Offer wholly unconditional.

Settlement for shares tendered up until 11 June 2015 will be made on or around 18 June 2015. To provide the remaining shareholders in Aerocrine more time to consider and to accept the Offer, the acceptance period has been extended until 26 June 2015, 5.00 p.m. (CET). Settlement for shares tendered after 11 June 2015 is expected to begin on or around 2 July 2015. No further extension will take place.

Prior to the Offer, Circassia did not hold or control any shares, directly or indirectly, in Aerocrine or any holdings of financial instruments which would have given Circassia a financial exposure equivalent to a shareholding in Aerocrine.

Circassia may acquire shares in the market during the extended acceptance period where permitted.

Since Circassia holds more than 90 percent of the shares in Aerocrine, Circassia intends to call for compulsory acquisition of the remaining shares in Aerocrine in accordance with the Swedish Companies Act and intends to act to have the Aerocrine shares de-listed from Nasdaq Stockholm.

For enquiries, please contact:

Circassia Pharmaceuticals plc	[phone]
Steve Harris
Julien Cotta
Rob Budge
J.P. Morgan Cazenove	[phone]
James Mitford
Alex Bruce
Peel Hunt LLP	[phone]
James Steel
Clare Terlouw
FTI Consulting	[phone]
Ben Atwell
Simon Conway
Mo Noonan

IMPORTANT NOTICE

Forward-looking statements

This Announcement contains forward-looking statements. None of the Company, J.P. Morgan Securities plc, J.P. Morgan Limited or Peel Hunt LLP undertakes any obligation or intends to revise or update any document (except, in the case of the Company, to the extent required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange or by applicable law including the Listing Rules or the Disclosure Rules and Transparency Rules).

This Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States except in certain circumstances and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or South Africa or any other state or jurisdiction in which the same would be unlawful restricted, unlawful or unauthorised (each a "Restricted Territory"). This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The shares issued pursuant to the placing and open offer (the "New Ordinary Shares") have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws or with any securities regulatory authority of any other state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any other state or jurisdiction of the United States. Any offering of the New Ordinary Shares to be made in the United States will be made only to a limited number of "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering, and outside the United States in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act. No public offering of the shares referred to in this Announcement is being made in the United Kingdom, any Restricted Territory or elsewhere.

This Announcement does not constitute an extension into the United States of the offer mentioned in this Announcement, nor does it constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States.  Aerocrine AB shareholders located or resident in the United States or who are acting for the account or benefit of such persons will not be eligible to participate in the tender offer for Aerocrine shares. Offer documents, including the offer document describing the terms of the offer and tender forms, have not and will not be distributed or sent into the United States.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement has been issued by, and is the sole responsibility, of the Company. J.P. Morgan Securities plc, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA, and J.P. Morgan Limited and Peel Hunt LLP, which are each authorised and regulated in the United Kingdom by the FCA, are each acting exclusively for the Company and no one else in connection with the proposed Acquisitions, Placing and Open Offer and Admission, will not regard any other person (whether or not a recipient of the Prospectus) as a client in relation to the proposed Acquisitions, Placing and Open Offer or Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice, in relation to the proposed Acquisitions, Placing and Open Offer or Admission or any other matter referred to in this Announcement.

The New Ordinary Shares to be issued pursuant to the Placing and Open Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

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