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Verseon Corporation (VERS)

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Friday 22 November, 2019

Verseon Corporation

Update on Tender Offer

RNS Number : 3887U
Verseon Corporation
22 November 2019
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR").

November 22, 2019

 

Verseon Corporation

("Verseon" or the "Company")

 

Update on Tender Offer

FREMONT, Calif.-Further to the announcement of November 20, 2019, Verseon Corporation (AIM:VERS), a clinical-stage pharmaceutical company, today announces details of its previously disclosed Tender Offer. Pursuant to the Tender Offer, the Company will purchase up to a maximum of 21,433,439 Common Shares, representing approximately 13.4% of its currently issued share capital at a price of 1.56 pence per Common Share, equivalent to an aggregate value of approximately $0.45M. The Tender Offer will be open to qualifying shareholders between November 22, 2019 and December 9, 2019.

Details of the Tender Offer are set out in a circular that will be sent to Shareholders on Tuesday, November 26, 2019, and will be available to download from the Company's website at www.verseon.com.

Tender Offer timetable

Announcement of proposed Cancellation, intention to launch a Tender Offer, and Notice of Special Meeting

November 20, 2019

Announcement and opening of Tender Offer

November 22, 2019

Mailing of Tender Offer circular and Tender Forms

November 26, 2019

Special Meeting to approve the Cancellation

3:00 p.m. PST (10 p.m. GMT) on December 6, 2019

Last time and date for receipt of Tender Forms and TTE instructions in relation to the Tender Offer

1:00 p.m. GMT on
December 9, 2019

Tender Offer Record Date

 UK close of business on December 9, 2019

Announcement of results of the Tender Offer

December 10, 2019

Expected time and date of Cancellation taking effect

7:00 a.m. GMT on
December 19, 2019

Checks dispatched and CREST accounts credited in respect of proceeds due under the Tender Offer

by December 27, 2019

CREST accounts credited with, and share certificates dispatched
in respect of, revised holdings of Common Shares following
the Tender Offer

by December 27, 2019

 

 

For further information, please contact

Verseon Corporation

www.verseon.com

Sebastian Wykeham / Tina Schlafly

+1 (510) 225 9000

 

 

Arden Partners (NOMAD and Broker)

 

Ruari McGirr / Ciaran Walsh / Dan Gee-Summons (Corporate Finance)

+44 (0) 20 7614 5900

 

 

For trade and pharma media enquiries, please contact

Vane Percy & Roberts

 

Simon Vane Percy

+44 (0) 1737 821 890

 

 

The following summary is extracted without material adjustment from the circular being sent to shareholders. It should be read by shareholders in conjunction with the circular.

Introduction

On November 20, 2019, the Company announced its intention to cancel admission of its Common Shares to trading on AIM (the "Cancellation"), subject to shareholder approval at a Special Shareholder Meeting (the "Special Meeting") convened for December 6, 2019 at 3:00 p.m. local time at Critosphere Cowork Space 7100 Stevenson Blvd. Fremont, CA 94538 USA. In connection with the proposed Cancellation, the Company extends a tender offer to repurchase a maximum of 21,433,439 Common Shares at 1.56 pence per share to all Shareholders.

The Company has received confirmation that certain Directors and other Shareholders of the Company, holding in aggregate approximately 86.6% (which includes the Common Shares purchased by the Company's wholly owned subsidiary VSH1 on November 20, 2019) of the issued share capital of the Company, will not take up the Tender Offer. As a result, the Company offers to purchase the remaining approximately 13.4% of the issued share capital from Qualifying Shareholders pursuant to this Tender Offer.

The purpose of this Circular is to explain the background to the Tender Offer and the reasons why the Directors believe the Cancellation and Tender Offer to be in the best interest of the Company and its Shareholders.

Background and reasons for the Cancellation and Tender Offer

Cancellation

Verseon is a clinical-stage technology-driven pharmaceutical company developing products and technology to advance global health. The Company is using its proprietary, computational drug discovery platform paired with a comprehensive in-house chemistry and biology workflow to build a growing drug development pipeline. The Company currently has active drug programs in anticoagulation, diabetic macular edema, hereditary angioedema, metabolic disorders, and oncology.

As detailed in the Company's announcement on November 20, 2019, the Company intends to delist from AIM (the "Cancellation"). Pursuant to AIM Rule 41, the Cancellation is conditional upon the consent of not less than 75% of votes cast by shareholders in the Special Meeting. Subject to such shareholder approval, the Company expects the last day of dealings in the Company's Common Shares to be December 18, 2019 and the Cancellation to take effect at 7:00 a.m. UK time on December 19, 2019.

The process for the Cancellation has been set out in the previously published Proxy Information Statement and Notice to Shareholders.

Shareholders should note that, prior to Cancellation, they will be able to trade in the Common Shares on AIM as usual. Following Cancellation, no formal market for trading of Verseon's Common Shares will exist and Shareholders will receive new certificates for their Common Shares. Subsequent transfers of shares will require approval of the Company's Board of Directors.

Tender Offer

The Board recognizes that some Qualifying Shareholders may not be able or willing to continue to hold Common Shares following the Cancellation. The Tender Offer gives such Qualifying Shareholders the opportunity to dispose of their interest in the Company. Those Qualifying Shareholders who wish to continue holding Common Shares following the Cancellation may do so, but there would no longer be a formal market mechanism enabling Shareholders to trade their Common Shares.

Qualifying Shareholders should seek independent advice in relation to their personal circumstances when considering accepting the Tender Offer.

Details of the Tender Offer

Qualifying Shareholders will have the opportunity to tender, pursuant to the Tender Offer, some or all of their Common Shares, but they do not have to tender any Common Shares if they do not wish to do so.

As of the date of this Circular, the issued share capital of the Company consists of 159,737,905 Common Shares and the Company holds 42,917 shares in treasury.

The Company has received confirmation that certain Directors and other Shareholders of the Company, holding in aggregate approximately 86.6% of the issued share capital of the Company, will not take up the tender offer. Hence, under the Tender Offer, a maximum of 13.4% of the current issued share capital will be purchased by the Company. The maximum aggregate cost of the Tender Offer for the Company (excluding costs and expenses) would be approximately $0.45M. The Board are satisfied the Company has secured sufficient funds to make the Tender Offer.

Under the Tender Offer:

•    The Company will purchase Common Shares that are validly tendered up to a maximum of 21,433,439 Common Shares, representing approximately 13.4% of the current issued share capital (equivalent to an aggregate value of approximately $0.45M);

•     All Qualifying Shareholders are being given the opportunity to participate;

•     Qualifying Shareholders can tender none, all, or some of their Common Shares;

•    All Common Shares purchased by the Company will be purchased at a price of 1.56 pence per Common Share, free of commissions and dealing charges; and

•     The Tender Offer will close at 1:00 p.m. GMT on December 9, 2019.

If the Tender Offer is terminated, the Company will make an announcement through a Regulatory News Service that such is the case.

Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in Part 2 of the Circular and, in the case of certificated Common Shares only, the accompanying Tender Form.

Shareholders should note that the Tender Offer is not being made, directly or indirectly, in or into, or by the use of the mails, or by any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) or interstate or foreign commerce, or of any facility of a national securities exchange, of Canada, Australia, New Zealand, South Africa or Japan and, subject to certain exceptions, the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within Canada, Australia, New Zealand, South Africa or Japan.

Taxation

A general guide to the tax position of Qualifying Shareholders under current UK law and HMRC practice in respect of the Tender Offer is set out in Part 3 of the Circular. Qualifying Shareholders should note that the information on taxation set out in Part 3 of the Circular is a general guide only and all UK and non-UK Qualifying Shareholders are strongly advised to consult their independent professional advisers about their own personal tax position.

Action to be taken

The procedure for tendering Common Shares depends on whether the Common Shares are held in certificated or uncertificated form.

Qualifying Shareholders who do not wish to sell any Common Shares under the Tender Offer should take no action in relation to the Tender Form and should not make a TTE instruction.

Common Shares held in certificated form

Qualifying Shareholders who hold Common Shares in certificated form and who wish to tender all or any of their Common Shares should complete the Tender Form in accordance with the instructions printed on it (including a witnessed signature) and set out in Part 2 of the Circular and return it by post to the Receiving Agent, Computershare, Corporate Actions Projects, Bristol, BS99 6AH or (during normal business hours only) by hand to the Receiving Agent, Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS13 8AE. A prepaid envelope (for use in the UK only) is enclosed for this purpose.

Qualifying Shareholders who hold their Common Shares in certificated form should also return their share certificate(s) and/or other documents of title in respect of the shares tendered.

Completed Tender Forms must be received no later than 1:00 p.m. GMT on December 9, 2019.

Common Shares held in uncertificated form (CREST)

Qualifying Shareholders who hold their Common Shares in uncertificated form and who wish to tender all or any of their Common Shares should tender electronically through CREST so that the TTE instruction settles no later than 1:00 p.m. GMT on December 9, 2019.

Further details of the procedures for tendering and settlement are set out in Part 2 of the Circular.

Further information

Under the Disclosure Rules and Transparency Rules, substantial Shareholders are required to notify the Company of their interests in Common Shares. Following the Tender Offer, the interests of Shareholders, when taken as a percentage of the current issued share capital, may change, which may in turn give rise to an obligation to make a new or revised notification.

Recommendation

The Board considers the Tender Offer and Cancellation to be in the best interests of the Company and the Shareholders as a whole.

The Directors make no recommendation to Shareholders in relation to participation in the Tender Offer itself. Whether or not Qualifying Shareholders decide to tender all or any of their Common Shares will depend, amongst other things, on their view of the Company's prospects and their own individual circumstances, including their tax position. In making their decisions, Qualifying Shareholders are recommended to consult their duly authorized independent advisers.

 

DEFINITIONS

The following definitions apply throughout the Circular unless the context requires otherwise:

Act                                                     the Companies Act 2006, as amended

AIM                                                   the market of that name operated by the London Stock Exchange

AIM Rules                                        the AIM Rules for Companies published by the London Stock Exchange, as amended from time to time

Arden                                               Arden Partners plc, the Company's nominated adviser and broker

Board or Directors                         the directors of the Company, whose names are set out on page 5 of the Circular

Cancellation                                    the cancellation of the AIM admission of the Company's Common Shares, expected to take place on December 19, 2019

Circular or the Document            the circular dated November 22, 2019

Closing Date                                   the closing date of the Tender Offer, 1:00 p.m. GMT on December 9, 2019

Common Shares                            the AIM-listed common shares in the share capital of the Company

Company                                         Verseon Corporation, incorporated and registered in the State of Delaware, USA, with registration number 3549267

Computershare                              the Company's registrar, Computershare Investor Services (Jersey) Limited, whose address is set out on page 5 of the Circular

FCA                                                   the Financial Conduct Authority

Form of Instruction                       the form of instruction for use at the Special Meeting by holders of depository interests in the Company's shares

Form of Proxy                                 the form of proxy for use by Shareholders at the Special Meeting

FSMA                                                the Financial Services and Markets Act 2000, as amended

LSE                                                    London Stock Exchange plc

Notice of Meeting                          the notice of the Special Meeting issued by the Company on November 20, 2019

Overseas Shareholder                   Shareholders who are resident in, or citizens of, a jurisdiction or territory outside of the United Kingdom

Qualifying Shareholder                 Shareholders who are entitled to participate in the Tender Offer, being on the register at the Record Date, except Shareholders in Australia, Canada, Japan, New Zealand, and South Africa, and those Shareholders holding in aggregate approximately 86.6% of the issued share capital of the Company, who have provided indication to the Company that they are not going to participate in the Tender Offer.

Receiving Agent                             Computershare Investor Services PLC

Record Date                                    the record date of the Tender Offer, determining eligibility of Shareholders to participate in the Tender Offer, December 9, 2019

Shareholders                                  the holders of the Company's Common Shares

Special Meeting                             the special meeting of shareholders of the Company convened for 3:00 p.m. Pacific Time on December 6, 2019 (11:00 p.m. GMT) to approve the proposed Cancellation, or any adjournment of it

Tender Form                                   the tender form issued with the Circular for use in respect of Common Shares held in certificated form

Tender Offer                                   the invitation by the Company to Shareholders to tender Common Shares for sale to the Company on the terms and subject to the conditions set out in the Circular and, in the case of certificated Common Shares, in the Tender Form

Tender Price                                    the price of 1.56 pence per Common Share at which the Company offers to purchase Common Shares under the Tender Offer

 

- Ends -


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]g.com or visit www.rns.com.
 
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