Amryt Pharma PLC

Update on Acquisition of Aegerion

RNS Number : 0180M
Amryt Pharma PLC
11 September 2019
 

11 September 2019

AIM: AMYT
Euronext Growth: AYP

Amryt Pharma plc

("Amryt" or the "Company")

 

U.S. Bankruptcy Court Approves Aegerion Pharmaceuticals Inc's. ("Aegerion") Plan of Reorganization, resulting in Confirmation of Chapter 11 Plan and clearing the path forward for recommended acquisition of Aegerion by Amryt

 

Amryt, a revenue-generating orphan drug company  focused on acquiring, developing and commercialising products that help improve the lives of patients where there is a high unmet medical need, is today pleased to announce that the US Bankruptcy Court for the Southern District of New York (the "Court") has formally confirmed Aegerion's Plan of Reorganization which was put forward with the support of Aegerion's key creditors and stakeholders.

 

Upon the effective date of the Plan of Reorganisation (expected to be on or around 24 September 2019), subject to the conditions set out below being satisfied, Amryt will acquire the reorganized Aegerion in exchange for Amryt stock, which stock will be distributed, together with other consideration in the form of new debt, to certain Aegerion creditors, including Aegerion's convertible bond holders, certain unsecured creditors and Novelion (the "Transaction").

 

Dr Joe Wiley, CEO of Amryt Pharma, commented:  "Today's news is a significant milestone for Amryt which allows us to complete the acquisition of Aegerion, subject to shareholder approval. The acquisition of Aegerion accelerates our ambition to become a global leader in treating rare conditions to help improve the lives of patients where there is a high unmet medical need. By delivering two substantial revenue-generating products with built in combined 2018 revenues of $136.5M and an enhanced pipeline of promising development opportunities, this will significantly strengthen our growth in highly attractive markets globally. This transformational deal provides Amryt with the financial flexibility to fully execute our medium-term growth plans, and is expected to deliver significant shareholder returns".

 

Prior to completion of the Transaction, registered shareholders in Amryt, on the CVR Record Date, will (conditional on closing of the Transaction occurring) receive CVRs pursuant to which up to $85 million may become payable to Amryt's existing Shareholders and Option holders if certain approval and revenue milestones are met in relation to one of Amryt's principal products, AP101. The CVR Record Date is 20 September 2019.  If Shareholders sell their Ordinary Shares in advance of the CVR Record Date they will not be entitled to receive CVRs.  The value of these CVRs is up to US$1.48 per Ordinary Share (£1.22 based upon an exchange rate of £1:$1.21).

 

Amryt plans to raise $60 million in new equity concurrent with the Transaction closing. Based on Amryt's issued share capital of 53,149,070 ordinary shares prior to the closing of the acquisition, this equates to a placing price of $1.79 (£1.48 per New Amryt Share based on an exchange rate of £1:$1.21). The Equity Raise has been backstopped by certain Aegerion bondholders at this price per share. The proceeds from this financing will be used to continue to develop the Enlarged Group's pipeline, to develop potential new indications for Amryt's late stage product candidates, and to be used for general corporate purposes.

 

A General Meeting is being convened for the purposes of, inter alia, asking shareholders to approve the Transaction for the purposes of Rules 14 of the AIM Rules and the Euronext Growth Rules, and seeking the approval by the Company's independent shareholders of the conditional waiver by the Panel on Takeovers and Mergers of any obligation on Athyrium to make a general offer to the Company's shareholders pursuant to Rule 9 of the City Code on Takeovers and Mergers that could otherwise arise in the future in certain circumstances, as described in the Admission Document.

In addition, special resolutions implementing the Scheme and approving the cancellation of the Ordinary Shares pursuant to Rule 41 of the AIM Rules and the Euronext Growth Rules, in order for New Amryt Shares to be admitted to AIM and Euronext Growth as the new  holding company, must be passed by shareholders representing at least 75 per cent of votes cast at the General Meeting.

 

In order for the Scheme to become effective, the Scheme requires, among other things, the approval of a majority in number of shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent in value of the shares voted.

 

The Court Meeting and General Meeting will be held at 9.00 a.m. and 9.15 a.m. respectively at the office of Gibson, Dunn & Crutcher UK LLP at Telephone House, 2-4 Temple Avenue, London, EC4Y 0HB on 19 September 2019.

 

It is anticipated that, subject to shareholder approval, the transaction will close on or around 24 September 2019.

 

 

All defined terms used in this announcement not otherwise defined have the meanings set out in Admission Document.

 

This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014

Enquiries:

Amryt Pharma plc

+353 (1) 518 0200

Joe Wiley, CEO

Rory Nealon, CFO/COO

 

 

Shore Capital

+44 (0) 20 7408 4090

NOMAD and Joint Broker

 

Edward Mansfield, Mark Percy, Daniel Bush

 

 

Stifel

+44 (0) 20 7710 7600

Joint Broker

 

Jonathan Senior, Ben Maddison

 

 

Davy

+353 (1) 679 6363

ESM Adviser and Joint Broker

 

John Frain, Daragh O'Reilly

 

 

Consilium Strategic Communications

+44 (0) 20 3709 5700

Amber Fennell, Matthew Neal, David Daley

 

 

About Amryt 

Amryt is a biopharmaceutical company focused on developing and delivering innovative new treatments to help improve the lives of patients with rare or orphan diseases. 

Lojuxta® is an approved treatment for adult patients with the rare cholesterol disorder - Homozygous Familial Hypercholesterolaemia ("HoFH"). This disorder impairs the body's ability to remove low density lipoprotein ("LDL") cholesterol ("bad" cholesterol) from the blood, typically leading to abnormally high blood LDL cholesterol levels in the body from before birth - often ten times more than people without HoFH - and subsequent aggressive and premature narrowing and blocking of blood vessels.  Lojuxta® is indicated as an adjunct to a low-fat diet and other lipid-lowering medicinal products with or without LDL apheresis in adult patients with HoFH.

Amryt is the marketing authorisation holder and has an exclusive licence to sell Lojuxta® (lomitapide) across the European Economic Area, Middle East and North Africa, Switzerland, Turkey, Israel, Russia, the Commonwealth of Independent States and the non-EU Balkan states.

Amryt's lead development candidate, AP101, is a potential treatment for Epidermolysis Bullosa ("EB"), a rare and distressing genetic skin disorder affecting young children and adults for which there is currently no treatment.  It is currently in Phase 3 clinical trials and recently reported positive unblinded interim efficacy analysis results and is anticipated will be fully enrolled by end of H2 2019. The European and US market opportunity for EB is estimated to be in excess of $1 billion.

In March 2018, Amryt in-licenced a pre-clinical gene-therapy platform technology, AP103, which offers a potential treatment for patients with Recessive Dystrophic Epidermolysis Bullosa, a subset of EB, and is also potentially relevant to other genetic disorders.

In May 2019, Amryt announced the planned acquisition of Aegerion Pharmaceuticals. This Transaction will put Amryt on the path to creating a rare and orphan disease company with a diversified offering of multiple commercial and development stage assets and will provide it with scale to support further growth. The Transaction will give Amryt an expanded commercial footprint to market two US and EU approved products, lomitapide (Juxtapid® (US/ROW) / Lojuxta® (EU)) and metreleptin (Myalept® (US) / Myalepta® (EU)). Amryt's leadership team already has a deep knowledge of both these products and since December 2016 has successfully commercialized Lojuxta® across Europe and the Middle East.

For more information on Amryt, please visit www.amrytpharma.com.

 

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