TIDMVER
RNS Number : 5884D
Vernalis PLC
10 October 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
10 October 2018
RECOMMED CASH OFFER
for
VERNALIS PLC
("Vernalis" or the "Company")
by
LIGAND HOLDINGS UK LTD.
(a wholly owned subsidiary of Ligand Pharmaceuticals
Incorporated)
("Ligand UK")
Scheme of Arrangement (the "Scheme") becomes Effective
The Boards of Vernalis and Ligand UK are pleased to announce
that, further to yesterday's announcement by Vernalis that the
Court had sanctioned the Scheme, the Court Order has been delivered
to the Registrar of Companies today and accordingly the Scheme has
now become effective, in accordance with its terms and Vernalis is
now a wholly owned subsidiary of Ligand UK.
As previously advised, trading in Vernalis Shares on AIM was
suspended with effect from 7.30 a.m. this morning, 10 October 2018.
The cancellation of trading of Vernalis Shares on AIM is expected
to take place at 7.00 a.m. on 11 October 2018. As a result of the
Scheme having become effective, share certificates in respect of
Vernalis Shares will, by 7.00 a.m. on 11 October 2018, cease to be
valid documents of title and entitlements to Vernalis Shares held
in uncertificated form in CREST are being cancelled.
A Scheme Shareholder on the register of members of Vernalis at
the Scheme Record Time, being 6.00 p.m. on 9 October 2018, will be
entitled to receive 6.2 pence for each Scheme Share held.
Settlement of the consideration to which any Scheme Shareholder is
entitled will be effected by way of the despatch of cheques or the
crediting of CREST accounts (for Shareholders holding Scheme Shares
in certificated form and in uncertificated form respectively) as
soon as practicable. The latest date for despatch of cheques and
settlement of the Cash Consideration in relation to the Acquisition
through CREST is 24 October 2018.
Full details of the Acquisition are set out in the scheme
document dated 6 September 2018 (the "Scheme Document"). Defined
terms used but not defined in this announcement (the
"Announcement") have the same meanings set out in the Scheme
Document.
The Company is no longer in an "Offer Period" as defined in the
Code and accordingly the dealing disclosure requirements previously
notified to investors no longer apply.
Enquiries
Vernalis plc
Ian Garland, Chief Executive Officer
David Mackney, Chief Financial Officer +44 (0) 118 938 0015
Canaccord Genuity Limited (Nominated Adviser and Broker)
Henry Fitzgerald-O'Connor
Emma Gabriel +44 (0) 20 7523 8000
Evercore (Financial adviser)
Julian Oakley
Alan Beirne +44 (0) 20 7653 6000
Ligand Pharmaceuticals Incorporated
Matthew Korenberg
Todd Pettingill +1 858 550 7500
finnCap Ltd (Financial adviser to Ligand UK)
Henrik Persson
Giles Rolls
Max Bullen-Smith +44 (0) 20 7220 0500
MTS Securities, LLC (Financial adviser to Ligand UK)
Mark Menkowski +1 212 887 2100
Important notices
Canaccord Genuity, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting solely
for Vernalis as Nominated Adviser and broker in relation to the
matters referred to in this Announcement and for no one else.
Canaccord Genuity will not be responsible to anyone other than
Vernalis for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
Announcement or any arrangement referred to herein. Neither
Canaccord Genuity, nor any of its affiliates, owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statue or otherwise)
to any person other than Vernalis in connection with this
Announcement, any statement contained herein or otherwise.
Evercore, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting solely for
Vernalis as financial adviser in relation to the matters referred
to in this Announcement and for no one else. Evercore will not be
responsible to anyone other than Vernalis for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this Announcement or any arrangement
referred to herein. Neither Evercore, nor any of its affiliates,
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statue or otherwise) to any person other than Vernalis in
connection with this Announcement, any statement contained herein
or otherwise.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively as
financial adviser to Ligand UK and for no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than Ligand UK for providing the
protections afforded to its clients or for providing advice in
relation to the matters referred to in this Announcement. Neither
finnCap, 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 finnCap in connection with this
Announcement, any statement contained herein or otherwise.
MTS is acting exclusively as financial adviser to Ligand UK and
for no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than
Ligand UK for providing the protections afforded to its clients or
for providing advice in relation to the matters referred to in this
Announcement. MTS is a US registered broker dealer and is not
advising Ligand UK for the purposes of the Code. Neither MTS, 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 MTS in connection with this Announcement, any
statement contained herein or otherwise.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of, an offer
to sell or an invitation to subscribe for or purchase any
securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of
the securities referred to in this Announcement in any jurisdiction
in contravention of applicable law.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
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
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This Announcement has
been prepared for the purpose of complying with English law, the
rules of the London Stock Exchange, the AIM Rules and the Code 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 of jurisdictions outside of England &
Wales.
Copies of this Announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
or any other jurisdiction where to do so would constitute a
violation of the laws of that jurisdiction, and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send such documents in
or into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition.
If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made directly or indirectly, in or into,
or by the use of mails or any means or instrumentality (including,
but not limited to, facsimile, e-mail or other electronic
transmission or telephone) of interstate or foreign commerce of, or
of any facility of a national, state or other securities exchange
of any Restricted Jurisdiction and the Takeover Offer may not be
capable of acceptance by any such use, means, instrumentality or
facilities or from within any Restricted Jurisdiction.
Further details in relation to Vernalis Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Notice to US holders of Vernalis Shares and Vernalis ADSs
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If, in the future, Ligand UK exercises the right to
implement the Acquisition by way of a Takeover Offer and determines
to extend such Takeover Offer into the United States, the
Acquisition will be made pursuant to applicable UK tender offer
rules and securities laws and otherwise in accordance with the
requirements of the Code. Accordingly, any such Takeover Offer will
be subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments, that are different
from those applicable to tender offers made in accordance with US
procedures and law. Financial information included in this
Announcement and the Scheme Document has been or will be prepared
in accordance with accounting standards applicable in the United
Kingdom that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
It may be difficult for US holders of Vernalis Shares (and
Vernalis ADS Holders) to enforce their rights and any claim arising
out of the US federal securities laws, since Vernalis is located in
a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of
Vernalis Shares and Vernalis ADS Holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
Neither the SEC nor any securities commission of any state of
the United States has approved the Acquisition, passed upon the
fairness of the Acquisition or passed upon the adequacy or accuracy
of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Ligand UK or its nominees or
brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Vernalis Shares outside
the United States, other than pursuant to the Acquisition, until
the date on which the Takeover Offer and/or Scheme becomes
effective, lapses or is otherwise withdrawn. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the UK, will be reported
to the Regulatory News Service of the London Stock Exchange and
will be available on the London Stock Exchange website.
Publication on website and availability of hard copies
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, for inspection on the
Ligand Group's website at www.investor.ligand.com/vernalisoffer and
on Vernalis' website at www.vernalis.com promptly and in any event
by no later than 12 noon (London time) on the business day
following the Announcement. For the avoidance of doubt, the content
of these websites is not incorporated by reference into, and does
not form part of, this Announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this Announcement, free of charge. A person may
also request that all future documents, announcements and
information to be sent to that person in relation to the
Acquisition should be sent by the party which publishes it in hard
copy form. For persons who receive a copy of this Announcement in
electronic form or via a website publication, a hard copy of this
Announcement will not be sent unless so requested, by contacting
Vernalis on +44 (0) 118 938 0015. If requested, copies will be
provided, free of charge, within two business days of the
request.
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 rns@lseg.com or visit www.rns.com.
END
STRMMBLTMBBBMRP
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October 10, 2018 05:18 ET (09:18 GMT)
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