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Amryt Pharma PLC (AMYT)

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Tuesday 27 August, 2019

Amryt Pharma PLC

Publication of Admission Document and Circular

RNS Number : 2852K
Amryt Pharma PLC
27 August 2019
 

 

August 27 2019

AIM: AMYT

Euronext Growth: AYP

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION ("RESTRICTED JURISDICTIONS"). THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement contains inside information within the meaning of the EU Market Abuse Regulation 596/2014.

 

Amryt Pharma plc

("Amryt" or the "Company")

Publication of Admission Document and Circular in relation to the Acquisition of Aegerion Pharmaceuticals, Inc

Scheme of arrangement to insert a new English group holding company

Approval of a waiver of obligations under Rule 9 of the Takeover Code

$8.0 million Interim Placing

Backstopped $60.0 million Equity Raise at a pre-money equity valuation of $96 million for Amryt (at £1.48 per share)

Admission of New Amryt Shares to trading on AIM and Euronext Growth

Notice of Court Meeting

and Notice of General Meeting

 

Amryt, a biopharmaceutical company focused on rare and orphan diseases, is pleased to announce that, further to the Company's announcement on 21 May 2019 (the "Transaction Announcement") in relation to the proposed acquisition of Aegerion Pharmaceuticals, Inc (the "Transaction"), an AIM and Euronext Growth admission document (the "Admission Document") and circular convening and providing notice of a court meeting in connection with the proposed scheme of arrangement to insert a new English group holding company to be named Amryt Pharma plc (the "Scheme") and a general meeting concerning, inter alia, the Scheme, the Transaction and the approval of a waiver of obligations under Rule 9 (the "Whitewash") of the City Code on Takeovers and Mergers has been posted to shareholders. The Admission Document, which, amongst other things, contains further information on Aegerion and the Transaction, is available on the Company's website at www.amrytpharma.com

During the period between the Transaction Announcement, upon release of which trading in Amryt's ordinary shares on AIM and Euronext Growth was suspended, and publication of the Admission Document, the Company held its annual general meeting at which shareholders approved a capital reorganisation involving a six to one consolidation of its issued share capital into 45,802,881 ordinary shares ("Ordinary Shares"), the theoretical effect of which would have been to increase the share price on suspension at the time of the Transaction Announcement from 12.38 pence to 74.28 pence per Ordinary Share.

As a result of the Company publishing the Admission Document, Amryt's Ordinary Shares are expected to resume trading on AIM and Euronext Growth with immediate effect under the TIDM code 'AMYT' and ISIN code GB00BKB1MS30.

 

Interim Placing

Amryt has commitments to raise gross proceeds of approximately $8.0 million by way of the issue of 7,346,189 new Ordinary Shares (the "Interim Placing Shares") at £0.90 per Amryt Share (the "Interim Placing Price") to existing and new investors (the "Interim Placing"). Pursuant to the terms of the Interim Placing, the Company will issue 4,580,288 new Ordinary Shares (the "Initial Interim Placing Shares") under the Company's existing authorities to raise gross proceeds of approximately $5.0 million and, subject to Shareholder approval at the General Meeting to be convened on 19 September 2019, issue 2,765,901 new Ordinary Shares (the "Subsequent Interim Placing Shares") to raise gross proceeds of approximately $3.0 million, provided that the proposed resolutions have been approved by Shareholders at the General Meeting.  The Interim Placing Price represents a premium of 21.2% to the price at which Amryt's shares were suspended on 21 May 2019. The net proceeds of the Interim Placing will be deployed to support the Company's working capital needs and fund costs associated with the Transaction.

 

The Interim Placing is conditional upon the Initial Interim Placing Shares being admitted to trading on AIM and Euronext Growth on 30 August 2019 and the Subsequent Interim Placing Shares being admitted to trading on AIM and Euronext Growth on 20 September 2019. The Interim Placing is not conditional upon Closing. Applications have been made to the London Stock Exchange and Euronext Growth for the Initial Interim Placing Shares to be admitted to trading on AIM and Euronext Growth, respectively. It is expected that admission will take place and dealings in the Initial Interim Placing Shares will commence at 8.00 a.m. on 30 August 2019. Following the admission of the Initial Interim Placing Shares, but before the admission of the Subsequent Interim Placing Shares, to trading on AIM and Euronext Growth, the total issued ordinary share capital of the Company will be 50,383,169 Ordinary Shares, which number may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or a change to their interest in, the Company during this period.  Applications will be made to the London Stock Exchange and Euronext Growth for the Subsequent Interim Placing Shares to be admitted to trading on AIM and Euronext Growth, respectively. It is expected that admission will take place and dealings in the Subsequent Interim Placing Shares will commence at 8.00 a.m. on 20 September 2019.  

Following the admission of the Interim Placing Shares to trading on AIM and Euronext Growth, but before the Transaction to acquire Aegerion completes, Amryt will have 53,149,070 Ordinary Shares in issue. This figure of 53,149,070 may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

 

 

Contingent Value Rights ("CVRs")

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).

The CVRs are payable in three tranches, being:

·          A contingent entitlement of up to a maximum amount of $35,000,000 subject to the Food & Drug Administration ("FDA") issuing a Qualifying Approval in respect of AP101 prior to 1 July 2022;

·          A contingent entitlement of up to a maximum amount of $15,000,000 subject to the European Medicines Agency ("EMA") issuing a Qualifying Approval in respect of AP101 prior to 1 July 2022; and

·          A contingent entitlement of up to a maximum amount of $35,000,000 on Amryt achieving a 12-Month Trailing Net Product Revenue in excess of $75,000,000 from sales of AP101 prior to 30 June 2024. 

 

If any such milestone is achieved, New Amryt may elect to pay the CVR Holders by the issue of New Amryt Shares or Loan Notes. If New Amryt elects to issue Loan Notes to CVR Holders, it will settle such loan notes in cash 120 days after their issue.

If none of the milestones are achieved, Scheme Shareholders and Option holders will not receive any additional consideration under the terms of the CVRs. In these circumstances, the value of each CVR would be zero.

The terms of the CVRs will be governed by the CVR Instrument, further details of which are set out in the Admission Document.

 

Update on the Planned Acquisition of Aegerion

Amryt, Aegerion and Aegerion's key stakeholders have entered into a "Restructuring Support Agreement" pursuant to which Aegerion has filed for Chapter 11 in the United States and seek to consummate the Transaction through a plan of reorganization that has the support of Aegerion's key creditors and stakeholders.  Pursuant to the plan of reorganization, upon Bankruptcy Court approval, 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 secured and unsecured creditors, including Aegerion's convertible bond holders, certain unsecured creditors and Novelion.  As a result, Aegerion will emerge from Chapter 11 after having discharged substantial pre-transaction liabilities and with a reorganized and streamlined capital structure that materially reduces its debt obligations.

 

It is currently anticipated that the US bankruptcy court will confirm the transaction on 5 September 2019 and that the acquisition of Aegerion will formally close on or around 24 September 2019.

 

 

Equity Raise

Amryt plans to raise $60 million in new equity concurrent with the Transaction closing, applying a pre-money equity valuation of $96 million. Based on prevailing exchange rates and Amryt's issued share capital of 53,149,070 ordinary shares, following completion of the Interim Placing, 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.

 

Proposed Board changes

Subject to the Transaction to acquire Aegerion completing, it is proposed that Harry Stratford, Rory Nealon, James Culverwell and Markus Zeiner will resign as Directors and George Hampton, Alain Munoz, Donald Stern, Patrick Vink and Stephen Wills will join the Board as Non-executive directors.

The proposed Board will therefore consist of seven directors comprising Ray Stafford as Non-executive Chairman, Joe Wiley as Chief Executive Officer and five Non-executive directors. Brief summaries of the biographies of each of the Proposed Directors are set out in paragraph 10 of Part 15 of the Admission Document. Rory Nealon will remain as Chief Financial Officer, a non-board role in the Enlarged Group and Company Secretary.

 

Scheme of arrangement to insert a new group holding company

 

As part of the Transaction and pursuant to the Scheme, a new English group holding company, Amryt Pharma Holdings Limited, which will be re-registered as a public limited company and re-named Amryt Pharma plc ("New Amryt") on completion of the Transaction, is to be inserted as the parent company of the Amryt group. On successful closing of the Transaction and subject to the satisfaction of the outstanding conditions to the Transaction, including receiving the approval of shareholders at the general meeting and court meeting set out in further detail below, Amryt and Aegerion will become wholly owned subsidiaries of New Amryt. New Amryt intends to apply for its entire issued ordinary share capital to be admitted to trading on AIM and Euronext Growth simultaneously with the closing of the Transaction and the cancellation of the admission of Amryt's existing Ordinary Shares from trading on AIM and Euronext Growth. Further details of the Scheme and New Amryt are set out in the Admission Document.

 

Related-Party Transactions

Ray Stafford, Non-Executive Director of the Company, has agreed to subscribe for 918,273 Interim Placing Shares at the Interim Placing Price. This subscription for Interim Placing Shares constitutes a related-party transaction for the purposes of Rule 13 of the AIM Rules and Rule 13 of the Euronext Growth Rules by virtue of Ray Stafford being a director of the Company. The independent directors consider, having consulted with Shore Capital, the Company's nominated adviser for the purposes of the AIM Rules and Davy, the Company's Euronext Growth adviser for the purposes of the Euronext Growth Rules, that the terms of this subscription are fair and reasonable in so far as shareholders are concerned. The independent directors of the Company for the purposes of the related-party transaction comprise Joe Wiley, Rory Nealon, Harry Stratford, James Culverwell and Markus Ziener.

 

 

 

Notice of Court Meeting and General Meeting

Contained within the Admission Document is a notice convening the Court Meeting and General Meeting to 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, for the purposes of considering and, if thought fit, passing the resolutions to effect the Transaction, described below.

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 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.

Joe Wiley, Rory Nealon, Ray Stafford and Software AG-Stiftung have irrevocably undertaken to vote in favour of the Resolutions at the Court Meeting and General Meeting in respect of their holdings, totalling 15,704,732 Amryt Ordinary Shares in aggregate, representing approximately 34.3 per cent of the existing issued share capital of the Company (excluding the Interim Placing Shares and any incremental voting rights associated with the Interim Placing Shares).

There can be no guarantee that the outstanding conditions to which the Transaction remains subject will be satisfied. If the Resolutions do not pass or any other condition is not satisfied the Transaction may not complete and the Company will need to raise additional capital in order to continue as a going concern.

 



 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates given are based on the Company's current expectations and may be subject to change. All times and dates are indicative only and will depend on, among other things, the date upon which the Court sanctions the Scheme and the date of delivery of the Scheme Court Order to the Registrar of Companies. The Company will give notice of any change to the expected timetable by issuing an announcement through a Regulatory Information Service and by publishing such changes on Amryt's website at www.amrytpharma.com and, if required by the Panel, by posting notice of the change(s) to Shareholders and persons with information rights.

All times shown in this document are London times unless otherwise stated. Defined terms have the meanings given to them in the Admission Document.

Event

Time/date

2019

Despatch of this document

27 August

Recommencement of dealings in Amryt Shares on AIM and Euronext Growth

27 August

Admission of the Initial Interim Placing Shares to trading on AIM and Euronext Growth and commencement of dealings in such shares

8.00 a.m. on 30 August

US Bankruptcy Court confirmation hearing

10.00 a.m. on 5 September(1)

Latest time for lodging Blue Forms of Proxy, for submitting an electronic filing via the share portal service or for submitting  proxy instructions via the CREST proxy voting service, in each case, in respect of the Court Meeting

9.00 a.m. on 17 September(2)

Latest time for lodging White Forms of Proxy, for submitting an electronic filing via the share portal service or for submitting proxy instructions via the CREST proxy voting service, in each case, in respect of the General Meeting

9.15 a.m. on 17 September(3)

Voting Record Time for the Court Meeting and General Meeting

8.00 p.m. on 17 September(4)

Court Meeting

9.00 a.m. on 19 September

General Meeting

Admission of the Subsequent Interim Placing Shares to trading on AIM and Euronext Growth and commencement of dealings in such shares

9.15 a.m. on 19 September(5)

8.00 a.m. on 20 September

 

 

CVR Record Time

       8.00 p.m. on 20 September

Scheme Court Hearing (to sanction the scheme)

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Amryt Shares

23 September

 

23 September

Scheme Record Time

8.00 p.m. on 23 September

Suspension of dealings in Amryt Shares

7.30 a.m. on 24 September

Scheme becomes Effective (the Scheme Effective Date)

24 September

Issue of New Amryt Shares and CVRs issued to Scheme Shareholders

24 September

Issue of CVRs issued to Option holders

24 September

Issue of Consideration Shares(6)

Issue of Equity Raise Shares

24 September

24 September

Issue of Convertible Notes

24 September

Secured Credit Facility entered into by Aegerion and New Amryt

24 September

Amryt re-registered as a limited company and renamed Amryt Pharma Holdings Limited and New Amryt renamed as Amryt Pharma plc

24 September

Cancellation of admission to trading on AIM and Euronext Growth of, and cessation of dealings in, Amryt Shares

7.00 a.m. on 25 September

Admission of the Enlarged Share Capital to trading on AIM and Euronext Growth and commencement of dealings in such shares (Closing)

8.00 a.m. on 25 September

CREST members' accounts credited in respect of the Enlarged Share Capital

as soon as practicable on 25 September

Latest date for dispatch of certificates relating to the Enlarged Share Capital

within 14 days of 25 September

Notes:

 

1.          The US Bankruptcy Court confirmation hearing is scheduled for 10.00 a.m. New York time (rather than London time) on 5 September 2019.

2.          It is requested that Blue Forms of Proxy for the Court Meeting, an electronic filing via the share portal service or proxy instructions via the CREST proxy voting service, in each case, in respect of the Court Meeting be lodged or submitted (as the case may be) before 9.00 a.m. on 17 September 2019 or, if the Court Meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a business day) before the time appointed for the holding of the adjourned meeting. However, Blue Forms of Proxy not so lodged may be handed to a representative of the Company's registrar, Link Asset Services, or the chairman of the Court Meeting at the Court Meeting before the taking of the poll.

3.          In order to be valid, White Forms of Proxy, an electronic filing via the share portal service or proxy instructions via the CREST proxy voting service, in each case, in respect of the General Meeting must be lodged or submitted (as the case may be) before 9.15 a.m. on 17 September 2019 or, if the General Meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a business day) before the time appointed for the holding of the adjourned meeting. White Forms of Proxy cannot be handed to a representative of the Company's registrars, Link Asset Services, or the chairman of the General Meeting at the General Meeting.

4.          If either of the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 8.00 p.m. on the date two business days before the date set for the adjourned meetings.

5.          Or as soon thereafter as the Court Meeting has been concluded.

6.          Certain Aegerion Creditors may wish to restrict the percentage share interest that they hold in the issued share capital of New Amryt.  As a result, New Amryt has agreed that, in such circumstances, it will issue the relevant Aegerion Creditor, as an alternative to New Amryt Shares, the equivalent number of New Warrants. In these circumstances, the relevant Aegerion Creditor will be entitled at any time to exercise the New Warrants, at which point in time New Amryt would issue to that Aegerion Creditor the relevant number of fully paid New Amryt Shares in return for the exercise of the New Warrant(s). All references in this document to the Enlarged Share Capital assume that all New Warrants will be exercised in full at Closing.



 

STATISTICS RELATING TO THE TRANSACTION AND ASSOCIATED PROPOSALS(1)

 

Number of Amryt Shares issue as at the Last Practicable Date

45,802,881

Number of Amryt Shares to be issued pursuant to the Interim Placing

7,346,189

     Number of Initial Interim Placing Shares to be issued

4,580,288

     Number of Subsequent Interim Placing Shares to be issued

2,765,901

Number of Amryt Shares in issue following completion of the Interim Placing

53,149,070

Price per Interim Placing Share

£0.90

Gross proceeds of the Interim Placing

$8.0 million

Net proceeds of the Interim Placing

$7.9 million

Number of New Amryt Shares to be issued pursuant to the Scheme

53,149,070

Number of Consideration Shares to be issued

85,092,465(2)

Number of Equity Raise Shares to be issued

33,453,666(2)

Price per Equity Raise Share

$1.79

Gross proceeds of the Equity Raise

$60.0 million

Enlarged Share Capital at Closing

171,695,201(2)

Market capitalisation of New Amryt on Transaction Admission

$307.9 million(3)

Number of outstanding Options at Closing

4,308,800

Number of outstanding Rollover Warrants at Closing

345,542

Fully diluted Enlarged Share Capital

176,349,543

Consideration Shares expressed as a percentage of the Enlarged Share Capital

49.6 per cent.

Equity Raise Shares expressed as a percentage of the Enlarged Share Capital

19.5 per cent.

New Amryt Shares issued pursuant to the Scheme expressed as a percentage of the Enlarged Share Capital

31.0 per cent.

Net liability per Amryt Share as at 31 December 2018

0.0117

EPIC/TIDM

AMYT

Euronext Growth Symbol

AYP

LEI of Amryt

            2138002ZKGRM1MQ8JW43

LEI of New Amryt (following Closing)

                  213800YNUJEOJ84L4T95

ISIN of New Amryt (following Closing)

GB00BKLTQ412

SEDOL of New Amryt (following Closing)

BKLTQ41

Notes: 

1.          Unless otherwise stated, the sources of information and bases of calculation applied in the document including the statistics above are as set out in Part 17 (Sources of Information and Bases of Calculation) of the Admission Document.

2.          Certain Aegerion Creditors (including Highbridge) may be restricted by regulation, law or the relevant constitutional documents as to the percentage interest that they can hold in the issued share capital of New Amryt. As a result, New Amryt has agreed that, if such restrictions apply, it will issue the relevant Aegerion Creditor such number of New Warrants as will ensure that the Aegerion Creditor does not breach such regulation, law or the relevant constitutional document. The relevant Aegerion Creditor will be entitled at any time to exercise the New Warrants at which point in time New Amryt would issue to that Aegerion Creditor the relevant number of fully paid New Amryt Shares in return for the exercise of the New Warrant(s). The number of Consideration Shares and Equity Shares in issue and the Enlarged Share Capital at Closing set out above assume that no New Warrants are issued to any Aegerion Creditor.

3.          Market capitalisation of New Amryt on  Admission is based on the Equity Raise Price.

 

Enquiries:

Amryt Pharma plc

+353 (1) 518 0200

Dr. Joe Wiley, CEO

Rory Nealon, CFO/COO


 

Shore Capital

+44 (0) 20 7408 4090

Financial Adviser, Nominated Adviser and Joint Broker


Edward Mansfield, Mark Percy, Daniel Bush, John More

 


Stifel

+44 (0) 20 7710 7600

Joint Broker


Jonathan Senior, Ben Maddison




Davy

+353 (1) 679 6363

Euronext Growth Advisor and Joint Broker


John Frain, Daragh O'Reilly




Consilium Strategic Communications

+44 (0) 20 3709 5700

Amber Fennell, Matthew Neal, David Daley


 

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

 

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.

About Novelion Therapeutics and Aegerion Pharmaceuticals

Novelion, through its subsidiary Aegerion Pharmaceuticals, is a global biopharmaceutical company dedicated to developing and commercializing therapies that deliver new standards of care for people living with rare diseases. With a global footprint and an established commercial portfolio, including Myalept/a®® (metreleptin) and Juxtapid®® (lomitapide), their business is supported by differentiated treatments that treat severe and rare diseases.

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS").

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION INCLUDING IN THE UNITED STATES. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION. THE COMPANY HAS NOT AND DOES NOT INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT, AND DOES NOT INTEND TO OFFER ANY SECURITIES TO THE PUBLIC IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. NO PUBLIC OFFERING OF SECURITIES OF THE COMPANY IS BEING MADE IN THE UNITED STATES. NO COMMUNICATION OR INFORMATION RELATING TO THE ISSUE AND OFFERING OF SECURITIES MAY BE DISSEMINATED TO THE PUBLIC IN JURISDICTIONS OTHER THAN THE UK WHERE PRIOR REGISTRATION OR APPROVAL IS REQUIRED FOR THAT PURPOSE. NO ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN OFFER OF SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, OTHER THAN IN THE UK.

References in this announcement and these terms and conditions to Davy refer to J&E Davy. References in these terms and conditions to Shore Capital refer to Shore Capital Stockbrokers Limited and/or Shore Capital and Corporate Limited as the context admits.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Shore Capital, Stifel Nicolaus Europe Limited ("Stifel") or Davy or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement, or other information referred to herein, comes should inform themselves about and observe any such restriction. Any failure to comply with these 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 Transaction disclaim any responsibility or liability for the violation of such requirements by any person.

This announcement has been prepared for the purposes of complying with English law, the rules of AIM and Euronext Growth 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 and regulations of any jurisdictions outside England and Wales.

Statements in this announcement with respect to each of Amryt's and Aegerion's business, strategies, projected financial figures, transaction synergies, earnings guidance, financial guidance, future dividends and beliefs and with respect to the Transaction, as well as other statements that are not historical facts are forward-looking statements involving risks and uncertainties which could cause the actual results to differ materially from such statements. Statements containing the words "expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast", "project" and similar expressions (or their negative) identify certain of these forward-looking statements. The forward-looking statements in this Announcement are based on numerous assumptions regarding the Transaction and each of Amryt's and Aegerion's present and future business strategies and the environment in which each of Amryt and Aegerion will operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These statements are not guarantees of future performance or the ability to identify and consummate investments.  Many of these risks and uncertainties relate to factors that are beyond each of Amryt's and Aegerion's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as each of Amryt's and Aegerion's ability to obtain financing, changes in the political, social and regulatory framework in which each of Amryt and Aegerion operates or in economic, technological or consumer trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. No person is under any obligation to update or keep current the information contained in this Announcement or to provide the recipient of it with access to any additional relevant information that may arise in connection with it.  Such forward-looking statements reflect the directors' current beliefs and assumptions and are based on information currently available to management.

This announcement includes certain combined or pro forma financial information for Aegerion and Amryt. Such combined or pro forma financial information is preliminary in nature, only represents current estimates of the potential impact of the Transaction on Amryt, remains subject to change and is provided solely for illustrative purposes. No reliance should be placed on the combined or pro forma financial information contained in this Announcement.

No statement in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited are authorised and regulated in the United Kingdom by the Financial Conduct Authority. Shore Capital and Corporate Limited acts as nominated adviser to the Company for the purposes of the AIM Rules and Shore Capital act as stockbroker to the Company. Shore Capital is acting exclusively for the Company and for no one else in connection with the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital or for providing advice in relation to the Transaction, or any other matters referred to in this announcement.

Davy, which is regulated in Ireland by the Central Bank of Ireland, acts as the Euronext Growth adviser to the Company for the purposes of the Euronext Growth Rules. Davy is acting exclusively for the Company and for no one else in connection with the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Davy or for providing advice in relation to the Transaction, or any other matters referred to in this announcement. 

Stifel, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, acts as joint broker to the Company. Stifel is acting exclusively for the Company and for no one else in connection with the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stifel of for providing advice in relation to the Transaction, or any other matters referred to in this announcement.

Save for the responsibilities and liabilities, if any, of Shore Capital, Stifel and Davy under relevant laws or in respect of fraudulent misrepresentation, no representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Shore Capital, Stifel, Davy or by their respective affiliates, agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

 

 


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 [email protected] or visit www.rns.com.
 
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