RTW Biotech to acquire Arix Bioscience's assets
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO ACQUIRE, ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION IN WHICH ANY OFFER, SOLICITATION OR SALE OF SECURITIES WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NO SECURITIES MAY BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER (OR, IF APPLICABLE, A SELLING SECURITY HOLDER) AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS. RTW BIOTECH OPPORTUNITIES LIMITED DOES NOT INTEND TO MAKE ANY PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 AS AMENDED AND TRANSPOSED INTO UK LAW IN ACCORDANCE WITH THE EUROPEAN (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.
FOR IMMEDIATE RELEASE
Legal Entity Identifier: 549300Q7EXQQH6KF7Z84
1 November 2023
RTW Biotech Opportunities Ltd / Arix Bioscience PLC
RTW Biotech Opportunities Limited ("RTW Bio") to acquire Arix Bioscience plc's ("Arix") assets, unlocking value and accelerating growth for all shareholders
Highlights
· Transaction delivers a scaled pro-forma RTW Bio with an expected pro-forma net asset value ("NAV") of approximately $550 million, an increase of 63 per cent
· Enhanced RTW Bio profile provides increased liquidity potential, a more efficient cost base, and re-rating opportunity
· Arix shareholders to receive new RTW Bio shares at an implied premium of approximately 46 per cent to Arix's pre-strategic review share price and future upside potential from management by RTW Investments, LP's superior capabilities, deal access, and life sciences investing platform
· Expected to be immediately accretive to RTW Bio NAV per share at completion
Transaction Summary
Proposed scheme of reconstruction
The boards of RTW Bio and Arix are pleased to announce they have agreed to the terms of a recommended all-share acquisition of Arix's assets by RTW Bio, via a subsidiary, to be effected through a scheme of reconstruction and the voluntary winding-up of Arix under section 110 of the Insolvency Act 1986 (the "Scheme"). The Scheme is conditional upon regulatory and Arix shareholder approval.
The Scheme will combine the assets of Arix with RTW Bio, enhancing RTW Bio's position as a leading UK-listed life sciences fund by adding significant scale. Placing the assets of Arix under the management of RTW Investments, LP ("RTW"), a best-in-class life sciences investor, provides Arix shareholders with superior access to investment opportunities and the capabilities to deploy Arix's liquid assets rapidly. Shareholders in the combined entity will be in a stronger position to benefit from potential future value creation through NAV growth, improved secondary market liquidity, and re-rating uplift of the pro-forma company.
Under the proposed terms of the Scheme, each eligible holder of ordinary shares in Arix (an "Arix Share") at the Scheme record time will receive:
1.4633 new RTW Bio shares ("New RTW Bio Shares") in exchange for each Arix Share
Based on the volume weighted average price of $1.1847 per issued share in the capital of RTW Bio for the 30 days prior to 27 October 2023 and the proposed terms of the Scheme, the exchange ratio values each Arix Share at £1.43.
The proposed terms of the Scheme represent a premium of approximately 46 per cent to the closing price of 98 pence per Arix Share on 12 July 2023, the business day immediately prior to the announcement by Arix confirming it was undertaking a strategic review.
Acquisition of a 25.5 per cent interest in Arix from Arix's largest shareholder
RTW BIO, via its subsidiary RTW Biotech Opportunities Operating Ltd ("RTW OpCo"), today expects to enter into an agreement to acquire 33,023,210 Arix shares from Arix's largest shareholder, Acacia Research Corporation ("Acacia"), representing an approximately 25.5 per cent interest in Arix (the "Acacia Stake") for £1.43 in cash per Arix Share (the "Share Purchase"). The Share Purchase is expected to complete in the first quarter of 2024, subject to regulatory approval.
Immediately following completion of the Share Purchase and Scheme, the eligible holders of ordinary shares in Arix ("Arix Shareholders"), excluding the holders of the Acacia Stake, are expected to hold approximately 38.8 per cent and existing RTW Bio shareholders are expected to hold approximately 61.2 per cent of the pro-forma company.
Background to and strategic rationale of the Scheme
Since the Arix announcement on 13 July 2023, the Arix Board has been undertaking a strategic review. Having carefully considered all options available, the independent and executive directors on the Board (the "Special Committee"), in conjunction with its financial adviser, have determined that the Scheme is the outcome that is in the best interests of Arix and its shareholders as a whole. Accordingly, the Special Committee of directors intend to unanimously recommend that Arix Shareholders vote in favour of the Scheme at the Arix general meetings, as Arix directors Peregrine Moncreiffe and Robert Lyne have irrevocably undertaken to do in respect of their own holdings of Arix Shares, representing approximately 0.6 per cent of Arix's issued share capital as at 31 October 2023 (being the business day immediately prior to this announcement).
Benefits of the Scheme
The boards of RTW Bio and Arix believe the Scheme has clear strategic rationale and offers compelling benefits to shareholders of both companies:
· RTW is a best-in-class manager with superior capabilities: RTW is a leading, specialised life science investor with a record of over 14 years of success, including delivering an annualised net return of 21.6 per cent since inception from its leading private fund. RTW's capabilities are underpinned by a science-led investment approach and its full lifecycle strategy of investing and supporting growth companies across different stages of development, business inflection points and capital structures. A team of 43 investment professionals, the majority of whom have advanced scientific degrees, drive RTW's science-led approach, which is focused on solving the most challenging unmet patient needs by identifying, investing in, supporting, and building innovative life science companies. This long-term approach to investing enables RTW to maximise value capture from the opportunities it participates in. RTW's infrastructure and scale provide superior access to the most exciting life science companies and events. In 2022, RTW had access to more than 200 medical meetings and 200 deals from syndicate and partner investors alone. RTW intends to utilise its sophisticated infrastructure and science and research-led investment process to manage the assets of RTW Bio and Arix following completion of the Scheme. Compared to Arix's focus on life science private and venture capital investing, RTW is able to offer a greatly enhanced investment offering with a scaled equity investing platform, company creation, royalty and structured financing as well as alternative vehicles that provides a wider opportunity for returns.
· An enhanced return potential from deployment of new capital: RTW Bio has a track record of successfully deploying capital and generating returns. Through 2022 and year-to-date 2023, RTW Bio made 9 new investments and had 7 successful IPOs or exits of portfolio companies. The Scheme enables RTW to access Arix's assets which comprise approximately $128 million of liquid assets, of which approximately $60 million is expected to be cash following completion of the Scheme, costs of the Share purchase and other transaction related costs. RTW intends to deploy this capital in innovative life science companies to maximise value through public and private investments. RTW Bio also has the capability to invest cash quickly through its "other public" portfolio, which matches public long positions held in other RTW funds to generate returns while minimising cash drag. Additionally, RTW will deploy capital through its royalty and structured finance strategy which provides an income stream with meaningful returns with less susceptibility to traditional equity risks and market volatility.
· Immediate scale and complementary portfolio benefits: The Scheme delivers a meaningful and immediate increase in NAV such that the combined NAV of the RTW Bio and Arix portfolio is expected to be approximately $550 million. RTW Bio and Arix have a uniquely complementary portfolio of assets, meaning the enlarged portfolio will be more diversified across private assets and benefit from the significant proportion of liquid assets from the Arix portfolio.
· Compelling value creation today and in the future for all shareholders: The Scheme is expected to deliver value for both RTW Bio and Arix shareholders both immediately at completion as well as in the future. The terms of the Scheme imply an offer price of £1.43 per Arix Share at announcement, which represents an approximate 46 per cent premium to the Arix share price of £0.98 on 12 July 2023, being the business day immediately prior to the announcement of Arix's strategic review. It is expected that the Scheme will be single digit NAV per share accretive to existing RTW Bio shareholders at completion. RTW Bio has delivered approximately 53 per cent NAV growth since IPO and will continue to target achieving strong returns and NAV growth over the larger asset base, including from deploying the additional capital available from the Arix portfolio.
· Enhanced profile provides liquidity and re-rating opportunity: The Scheme further establishes RTW Bio as a leading UK-listed life sciences fund by NAV with a broader and more diversified shareholder register. This scale and increase in market capitalisation following completion of the Scheme is anticipated to improve secondary market liquidity for the trading in RTW Bio shares. RTW Bio may also in the future qualify for index inclusion, which may further improve the secondary market liquidity of RTW Bio shares. The increased scale is expected to deliver a more efficient cost base, benefiting from the infrastructure of RTW and a simple, single management fee across a larger asset base. In all, these benefits could lead to a meaningful re-rating uplift opportunity for RTW Bio following completion of the Scheme.
· Unique opportunity to buy into a depressed market while innovation is booming: The board of RTW Bio believes there are currently significant tailwinds that make now a compelling time to be deploying capital into the life science sector. The RTW Bio board believes this is a golden age of innovation with genetic information and new modalities accelerating the number of new treatments and corresponding number of new investment opportunities. Despite this, in part due to macro-economic conditions, life science remains out of favour relative to the other parts of the market, which means now is a unique time to invest in the right assets at depressed valuations. Further, shifting needs of the largest pharmaceutical companies are pushing M&A strategies to be earlier and across smaller transaction sizes, which means RTW Bio's science-led strategy, which seeks to invest in innovation, is well positioned to benefit from these tailwinds in the future.
Commenting on the Scheme:
Roderick Wong, M.D., Managing Partner and Chief Investment Officer of RTW, stated:
"Acquiring Arix's complementary life science assets is a step-change accelerator to our vision for RTW Bio to be a UK-listed fund with meaningful scale that invests in innovative life science businesses in the UK and globally. The scale that this transaction creates could not be better timed with the unprecedented life science market conditions, the accelerating medical innovation, industry trends that play into RTW's core strengths. This transaction creates value and opportunity for both RTW Bio and Arix shareholders and positions all shareholders for future upside."
William Simpson, Chairman of the Board of RTW
"I am delighted that we have reached an agreement to bring Arix's cash and life science assets into RTW Bio and we welcome Arix shareholders to the RTW Bio shareholder registry. The combination has compelling strategic rationale which is expected to generate future growth opportunities for all shareholders. The transaction represents an exciting opportunity to build upon our strong foundation by adding capital and scale to our best-in-class platform".
Peregrine Moncreiffe, Chairman of the Board of Arix, stated:
"Having considered the full spectrum of options available, the Special Committee of the Arix Board, together with its financial adviser, determined that this combination provides the best outcome for Arix shareholders and accordingly unanimously recommends shareholders vote in favour of the Scheme. The clear strategic and financial logic of the transaction maximizes the value of our assets and provides a meaningful long term growth opportunity with RTW and their impressive track record as a life sciences investment manager. We look forward to being long-term shareholders in the combined RTW Bio."
About RTW Biotech Opportunities Ltd
RTW Biotech Opportunities Ltd (LSE: RTW & RTWG) is an investment fund focused on identifying transformative assets with high growth potential across the biopharmaceutical and medical technology sectors. Driven by a long-term approach to support innovative businesses, RTW Biotech Opportunities Ltd invests in companies developing next-generation therapies and technologies that can significantly improve patients' lives. RTW Biotech Opportunities Ltd is managed by RTW Investments, LP, a leading healthcare-focused entrepreneurial investment firm with deep scientific expertise and a strong track record of supporting companies developing life-changing therapies.
As at 30 September 2023, RTW Bio had a NAV of approximately $337 million attributable to ordinary shareholders and a portfolio comprising 38 core positions, 12 of which are public, and 42 "other public" life science investments.
About RTW Investments, LP
RTW Investments, LP is a New York-based, global, full life-cycle investment firm that focuses on identifying transformational and disruptive innovations across the biopharmaceutical and medical technologies sectors. As a leading partner of industry and academia, RTW combines deep scientific expertise with a solution-oriented investment approach to advance emerging medical therapies by building and supporting the companies and/or academics developing them. For further information about RTW, please visit www.RTWfunds.com.
About Arix Bioscience plc
Arix is a transatlantic venture capital company focused on investing in breakthrough biotechnology companies around cutting-edge advances in life science.
Arix collaborates with exceptional entrepreneurs and provide the capital, expertise, and global networks to help accelerate their ideas into important new treatments for patients. As a listed company, Arix is able to bring this exciting growth phase of our industry to a broader range of investors.
As at 30 September 2023, Arix had a NAV of approximately $284 million of which approximately $129 million was cash and a portfolio comprising 9 core positions, 4 of which are public.
Further details on the Scheme
The Scheme will be effected by way of a scheme of reconstruction under section 110 of the Insolvency Act 1986, pursuant to which RTW OpCo shall acquire the assets of Arix in exchange for issuing New RTW Bio Shares to eligible Arix Shareholders.
The Scheme will be conditional on:
· RTW OpCo's entry into the share purchase agreement with Acacia within one business day following the date of this Announcement;
· approval of the Scheme by the Arix Shareholders;
· any Arix Shareholders who exercise dissenter rights pursuant to Section 111 of the Insolvency Act 1986 during the dissenting period (as set out in such act), holding in aggregate no more than 2 per cent of the Arix Shares (as at the date of the first shareholder meeting);
· approval from the Financial Conduct Authority ("FCA") of the prospectus to be published by RTW Bio with respect to the issuance of New RTW Bio Shares;
· approval from the FCA and the London Stock Exchange, respectively, for the admission to listing and trading on the London Stock Exchange; and
· approval from the FCA for the change in control.
In connection with the Scheme, Arix will convene two shareholder meetings. The first meeting will be convened to approve the Scheme; and the second meeting will be convened to approve the winding-up of Arix and the appointment of the liquidator.
In accordance with customary practice for schemes of reconstruction undertaken pursuant to section 110 of the Insolvency Act 1986, the City Code on Takeovers and Mergers does not apply to the Scheme.
Co-operation Agreement
Arix, RTW Bio and RTW OpCo have also today entered into a co-operation agreement pursuant to which they have given certain reciprocal undertakings in relation to the conduct of the Scheme and the satisfaction of the conditions (listed above). Pursuant to the co-operation agreement, Arix has undertaken not to solicit a competing proposal and to pay a break fee equivalent to 1 per cent of its market capitalisation (as at the date of the co-operation agreement) to RTW OpCo in certain circumstances, including if the Special Committee of Arix directors withdraws its recommendation or recommends a competing proposal.
Irrevocable undertakings
Arix has received irrevocable undertakings from certain Arix directors, RTW OpCo and Acacia to vote in favour of the Scheme.
Arix directors Peregrine Moncreiffe and Robert Lyne have given irrevocable undertakings to vote (or procure the voting) in favour of the shareholder resolutions relating to the Scheme at both shareholder meetings in respect of their own beneficial holdings, which represent approximately 0.6 per cent of Arix's issued share capital.
Acacia has given an irrevocable undertaking to vote (i) in favour of the shareholder resolution at the first shareholder meeting to approve the Scheme, and (ii) against any alternative transaction (being a transaction in relation to Arix which is proposed by any person other than RTW Bio or which would otherwise hinder or impede the implementation of the Scheme), in respect of the Arix Shares it holds, which represent approximately 25.5 per cent of Arix's issued share capital.
RTW OpCo has given an irrevocable undertaking that, following and subject to completion of the Share Purchase, it will vote in favour of the shareholder resolutions relating to the Scheme at both shareholder meetings in respect of the Arix Shares it will hold, which will represent approximately 25.5 per cent of Arix's issued share capital.
The irrevocable undertakings referred to in this paragraph will cease to be binding if (i) the Scheme does not become effective on or before 23:59 (UK time) on 31 March 2024 (or such later time as agreed between RTW Bio and Arix), or (ii) the cooperation agreement entered into between RTW OpCo and Arix is terminated in accordance with its terms. In addition (i) the irrevocable undertakings given by Peregrine Moncreiffe and Robert Lyne will cease to be binding if RTW Bio announces that it does not intend to make or proceed with the Scheme, and (ii) the irrevocable undertaking given by Acacia will cease to be binding if the Share Purchase is terminated or completes in accordance with its terms.
Conditional appointment of RTW as investment manager
In connection with the above, Arix has entered into an investment management agreement (the "IMA") with RTW pursuant to which RTW will be appointed to manage the assets of Arix if the Scheme is not implemented. RTW will have sole responsibility for providing these portfolio management services, with discretion around the allocation and reallocation of Arix's resources among eligible investments.
The IMA will take effect in the event the Share Purchase has been completed but the Scheme is not approved by the Arix Shareholders. Further terms of the IMA (including details of fees payable to RTW Investments, LP) will be set out in the circular to be sent to Arix Shareholders in connection with the Scheme (the "Circular").
Completion of the Share Purchase
The Share Purchase is expected to complete in the first quarter of 2024. The sole condition to completion is FCA change of control approval.
Upon completion of the Share Purchase, Maureen O'Connell and Isaac Kohlberg are expected to step down from the Arix Board of directors.
Arix has undertaken not to hold the second shareholder meeting to wind up Arix and appoint the liquidator until completion of the Share Purchase has occurred, save in certain limited circumstances.
Expected timetable
It is currently envisaged that the Circular and notice of the first general meeting setting out the details of the Scheme and seeking shareholder approval for the Scheme and liquidation will be sent to Arix's Shareholders in the fourth quarter of 2023, at the same time as the publication of a prospectus by RTW Bio in respect of the New RTW Bio Shares. The first Arix general meeting is expected to be held in early 2024.
A full timetable and further details of the Scheme will be set out in the Circular to be published by Arix in due course.
Analyst and investor presentation
Pre-recorded webinar
A pre-recorded webinar with RTW Bio's and Arix Biosciences' management teams is available in the Results and Presentations section of RTW Bio's website.
Investor Q&A call
There will be a live Q&A call with RTW Bio's management for institutional investors on Wednesday, 1 November 2023 at 13:00pm GMT/ 09:00am EDT. Please contact Deutsche Numis for details on Funds@dbnumis.com.
Sell-side analyst call
There will be a live presentation for sell-side analysts and sales teams on Wednesday, 1 November 2023 at 14.00pm GMT. Please contact Buchanan for details on rtw@buchanan.uk.com
Enquiries:
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RTW Biotech Opportunities Ltd |
+44 20 7959 6361 |
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Woody Stileman |
ir@rtwfunds.com |
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Josh Baldwin |
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BofA Securities (Sole Financial Adviser & Joint Corporate Broker to RTW Bio) |
+44 20 7628 1000 |
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Kieran Millar Ed Peel James Machin Alex Penney |
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Deutsche Numis (Joint Corporate Broker to RTW Bio) |
+44 20 7260 1000 |
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Freddie Barnfield Nathan Brown Euan Brown |
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Buchanan (PR & Communications adviser to RTW Bio) |
+44 20 7466 5107 |
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Charles Ryland Henry Wilson George Beale |
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Cadarn Capital |
+44 7368 88321 |
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David Harris |
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Arix Bioscience plc |
+44 (0)20 7290 1050 ir@Arixbioscience.com |
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Jefferies (Financial Adviser & Joint Corporate Broker to Arix) |
+44 20 7029 8000 |
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Philip Yates Simon Hardy Lee Morton |
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Shaam Vora |
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Powerscourt Group (PR & Communications adviser to Arix) |
+44 20 7250 1446 |
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Sarah MacLeod |
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Ibrahim Khalil |
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Nick Johnson |
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Important information
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Arix and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Arix for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement or any transaction or arrangement referred to herein. Neither Jefferies nor any of its affiliates 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 Jefferies in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.
Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting exclusively for RTW Bio and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than RTW Bio for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither BofA Securities, nor any of its affiliates, 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 BofA Securities in connection with this announcement, any statement contained herein or otherwise, any transaction or arrangement referred to herein.
Numis Securities Limited (which is trading for these purposes as Deutsche Numis) ("Deutsche Numis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as corporate broker exclusively for RTW Bio and for no one else and will not be responsible to anyone other than RTW Bio for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Deutsche Numis, nor any of its affiliates, 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 Deutsche Numis in connection with this announcement, any statement contained herein or otherwise.
Notice to US Shareholders in Arix
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities of 1933, as amended (the "Securities Act"), any state securities laws or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to any "U.S. persons" (as defined in Rule 902 under the Securities Act), except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The New RTW Bio Shares will be offered and sold for investment purposes only in the United States or to U.S. Persons (as such terms are defined in Rule 902 of Regulation S promulgated under the Securities Act) under the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in compliance with the applicable securities laws of each state or other jurisdiction in which the offering will be made. Each prospective investor that is within the United States or that is a U.S. Person (as such term is defined in Rule 902 of Regulation S promulgated under the Securities Act) must be both (i) an "accredited investor" as defined in Rule 501(a) of Regulation D of the Securities Act and (ii) a (A) "qualified purchaser" as the term is defined under Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the "1940 Act") and the rules and regulations promulgated thereunder or (B) "knowledgeable employee" as such term is defined in Rule 3c-5(a)(4) promulgated under the 1940 Act. New RTW Bio Shares will be offered and sold outside of the United States to investors that are not U.S. Persons in accordance with Regulation S under the Securities Act.
RTW Bio is not registered, and does not intend to be subject to registration, as an investment company under the 1940 Act in reliance upon one or more exclusions or exemptions from registration thereunder. U.S. Shareholders of Arix will be requested to execute an investor letter ("AI/QP Investor Letter"). AI/QP Investor Letters will contain representations and restrictions on transfer designed to assure that the conditions of such exclusions or exemptions will be met. Investors in RTW Bio will therefore not receive the protections afforded by the 1940 Act to investors in a registered investment company. RTW Bio will not make a public offering of the New RTW Bio Shares to satisfy the exclusion from registration as an investment company under the 1940 Act. If RTW Bio is deemed to be an investment company and therefore is required to register under the 1940 Act, such requirement could prohibit RTW Bio from operating in its intended manner and could have a material adverse effect on RTW Bio.
The New RTW Bio Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, the 1940 Act and any applicable state and other securities laws, pursuant to registration or an exclusion or exemption therefrom. The transferability of the New RTW Bio Shares will be further restricted by the terms of the AI/QP Investor Letter, and any re-offer or resale of any New RTW Bio Shares in the United States or to U.S. Persons may constitute a violation of U.S. law. U.S. Shareholders of Arix should be aware that they may be required to bear the financial risks of any investment in RTW Bio for an indefinite period of time. RTW Bio reserves the right to refuse to accept any subscriptions, resales or other transfers of New RTW Bio Shares to U.S. Persons or to any person, including on the basis that doing so would risk RTW Bio's loss of an exclusion or exemption under U.S. securities laws (e.g., the Securities Act and the 1940 Act). RTW Bio further reserves the right to require the transfer or redemption of New RTW Bio Shares held by any person for any reason, including circumstances that may prejudice the tax status of RTW Bio, may cause RTW Bio to be in violation of the Securities Act, the 1940 Act or any applicable state securities act or may cause RTW Bio to suffer any pecuniary, fiscal or administrative disadvantage which may be unlawful or detrimental to the interests or well-being of RTW Bio.
Sources and Bases
1. The date two full business days before this announcement is October 27, 2023 (the "Calculation Date").
2. RTW BIO had 211,139,138 ordinary shares as at the Calculation Date.
3. RTW BIO VWAP of 1.1847 for the 30 day period to the Calculation Date.
4. GBP:USD FX rate of $1.2202 as at September 29, 2023.
5. GBP:USD FX rate of $1.2123 as at the Calculation Date.
6. Exchange ratio of 1.4633x based on offer price of £1.43 per Arix share and RTW BIO 30-day VWAP of $1.1847 and GBP:USD FX rate of $1.2123.
7. RTW BIO factsheet and quarterly letter for the period ending September 30, 2023 is available at https://www.rtwfunds.com/rtw-biotech-opportunities-ltd/factsheets-and-letters/.
8. RTW BIO half-year report for the period ending June 30, 2023 and annual report for the year ending December 31, 2022 is available at https://www.rtwfunds.com/rtw-biotech-opportunities-ltd/results-and-presentations/.
9. Arix unaudited NAV for period ending September 30, 2023 is available at https://www.londonstockexchange.com/news-article/ARIX/unaudited-nav-for-september-2023/16155609.
10. Arix interim results for the period ending June 30, 2023 and full year results for the year ending December 31, 2022 are available at https://arixbioscience.com/investor-relations/results-centre.
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