Recommended Cash Offer for Abzena plc - Abzena

Recommended Cash Offer for Abzena plc

16 August 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014

16 August 2018

RECOMMENDED CASH OFFER

for

ABZENA PLC

by

Astro Bidco Limited, a company wholly-owned by WCAS XII-Astro, L.P.

Summary

The board of directors of Abzena plc (“Abzena” or the “Company”) and the board of directors of Astro Bidco Limited (“BidCo”) are pleased to announce that they have reached agreement on the terms of a recommended all cash offer to be made by BidCo for all of the issued and to be issued share capital of Abzena (the “Acquisition”). It is intended that the Acquisition will be effected by means of Court-sanctioned scheme of arrangement between Abzena and the Abzena Shareholders under Part 26 of the Companies Act 2006.

Under the terms of the Acquisition, Abzena Shareholders will be entitled to receive: 

16 pence in cash for each Abzena Share

The Acquisition values the entire issued share capital of Abzena at approximately £34.4 million on a fully diluted basis.

The Acquisition represents a premium of approximately:

  •  167 per cent. to the Closing Price per Abzena Share of 6.0 pence on 15 August 2018 (being the latest practicable date before the date of this Announcement);
  • 36 per cent. to the average Closing Price per Abzena Share of 11.8 pence in the three months to 15 August 2018 (being the latest practicable date before the date of this Announcement).

BidCo is a newly incorporated company which is wholly-owned by the WCAS Fund and which has been established for the purpose of making and implementing the Acquisition.  Further information in relation to BidCo, the WCAS Fund and Welsh, Carson, Anderson & Stowe (“WCAS”) is set out in paragraphs 8 and 9 of this Announcement.

The Abzena Directors, who have been so advised by N+1 Singer as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. N+1 Singer is providing independent financial advice to the Abzena Directors for the purposes of Rule 3 of the City Code on Takeovers and Mergers (the “Code”). In providing its financial advice to the Abzena Directors, N+1 Singer has taken into account the commercial assessment of the Abzena Directors.

Accordingly, the Abzena Directors intend to recommend unanimously that Abzena Shareholders vote in favour of the Scheme at the Court Meeting and the resolution relating to the Acquisition to be proposed at the Abzena General Meeting, as the Abzena Directors who hold Abzena Shares have irrevocably undertaken to do in respect of their own beneficial holdings, amounting in aggregate to 3,730,038 Abzena Shares and representing approximately 1.7 per cent. of the existing issued share capital of Abzena as at 15 August 2018 (being the latest practicable date prior to publication of this announcement). Further details are set out in Appendix III of this announcement.

In addition to the irrevocable undertakings from the Abzena Directors, BidCo has received irrevocable undertakings from certain other Abzena Shareholders holding, in aggregate, 163,393,837 Abzena Shares representing approximately 76.3 per cent. of the existing issued share capital of Abzena to vote in favour of the Scheme at the Court Meeting and the resolution relating to the Acquisition to be proposed at the Abzena General Meeting. Further details are set out in Appendix III of this announcement. 

Consequently, BidCo has received irrevocable undertakings with respect to, in aggregate, 167,123,875 Abzena Shares representing approximately 78.0 per cent. of the existing issued share capital of Abzena.

The Company has 214,220,399 ordinary shares in issue as at 15 August 2018 (being the latest practicable date prior to the publication of this announcement).

Abzena has confirmed to the counterparty with whom it had been in discussions in relation to the monetisation of potential royalties from certain of the ABZENA Inside products, that it no longer wishes to proceed with that transaction. Negotiations with that counterparty have been terminated and will not now be consummated.

The Scheme will also be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the Abzena General Meeting, including an indicative timetable for the implementation of the Scheme, will be set out in the Scheme Document, which, together with the Forms of Proxy is expected to be dispatched to Abzena Shareholders as soon as reasonably practicable and, in any event, within 28 days of the date of this announcement.

Peel Hunt LLP is acting as financial adviser to BidCo, the WCAS Fund and WCAS. Ropes & Gray International LLP is providing legal advice to BidCo, the WCAS Fund and WCAS.

N+1 Singer is acting as financial adviser and broker to Abzena in respect of the Acquisition. Pinsent Masons LLP is acting as legal adviser to Abzena.

Commenting on the Acquisition, Jonathan Goldman, Operating Partner of WCAS, said:

“Abzena is a highly respected company with a world class team of employees that offers differentiated and integrated solutions to customers. WCAS is excited to partner with the Abzena team to grow the company and maintain the standards of excellence and quality expected by customers and regulators.”

Brian Regan, General Partner, of WCAS, added:

“WCAS has a long history of investing in market leading companies in life sciences. Abzena has grown significantly in recent years and has an excellent reputation as a pharmaceutical services organization.  We look forward to partnering with the Abzena team and investing to add further capabilities and scale in order to allow Abzena to realize its potential as a WCAS portfolio company.”

Commenting on the Acquisition, Ken Cunningham, Chairman of Abzena, said:

“The Board recognises the expertise and successful track record of WCAS in backing businesses in the life sciences services space, including contract research, development and manufacturing organisations like Abzena. We considered several options for future financing including remaining on the public markets. However we believe the Acquisition by WCAS will better meet the needs of Abzena’s shareholders, customers and staff alike, and provide a platform for further growth in the coming years.”

John Burt, Chief Executive Officer of Abzena, added:

“We are pleased to have attracted the long-term support of a specialist investor of the calibre of WCAS. WCAS will provide us with immediate working capital for the business, followed by additional investment, post completion that will enable us to scale up the business and fund further development. We look forward to working with the WCAS team to continue to capitalise on the growing market opportunity for Abzena.

Enquiries:

BidCo and WCAS

Tel: +1 (212) 893 9500

Jonathan M. Rather

Abzena plc

Tel: +44 (0)1223 903 498

Ken Cunningham (Chairman)

John Burt (Chief Executive Officer)

Julian Smith  (Chief Financial Officer)

Peel Hunt LLP (financial adviser to BidCo)

Tel: +44 (0) 20 7418 8900

Christopher Golden

Michael Nicholson

James Steel

Oliver Jackson

Nplus1 Singer Advisory LLP (Rule 3 adviser and joint broker to Abzena)

Tel: +44 (0) 20 7496 3000

Aubrey Powell

Liz Yong

Numis Securities Limited (NOMAD and joint broker to Abzena)

Tel: +44 (0) 20 7260 1000

Paul Gillam

James Black

Duncan Monteith

 

Instinctif Partners (Media to Abzena)

Melanie Toyne Sewell

Rozi Morris

Alex Shaw

Tel: +44 (0) 20 7457 2020

abzena@instinctif.com

This Summary should be read in conjunction with, and is subject to, the full text of this Announcement. The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the sources and bases of certain information contained in this Announcement, Appendix III contains a summary of the irrevocable undertakings received in relation to the Acquisition and Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

The full announcement is available here

 

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NOTICE OF DISCLAIMER – IMPORTANT

Recommended cash offer (the “Offer”) for Abzena plc (the “Company”) by Astro Bidco Limited (the “Offeror”), a company wholly-owned by WCAS XII-Astro, L.P. which is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 for the ordinary shares of the Company.

YOU ARE ATTEMPTING TO ENTER THE PART OF THIS WEBSITE THAT IS DESIGNATED FOR THE PUBLICATION OF ANNOUNCEMENTS, DOCUMENTS AND INFORMATION IN CONNECTION WITH THE OFFER. THIS INFORMATION IS BEING MADE AVAILABLE ON THIS PART OF THE COMPANY’S WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

  1. ACCESS TO THE OFFER

Please read this notice carefully – it applies to all persons who view this part of the Company’s website and, depending upon who you are and where you live, it may affect your rights. This part of the Company’s website contains announcements, documents and information relating to the Offer (the “Information”). Please note that, as the Offer progresses, the Information as well as the terms of this notice may be altered or updated. You should read the full text of this notice each time you visit this part of the Company’s website. In addition, the Information may be amended at any time in whole or in part at the sole discretion of the Company.

ACCESS TO THIS PART OF THE COMPANY’S WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THIS INFORMATION. THESE MATERIALS ARE NOT DIRECTED AT, OR TO BE ACCESSED BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS.

For regulatory reasons, the Company must ensure that persons seeking to access this part of the Company’s website are made aware of the appropriate regulations for the country which such person is in. To allow you to view the Information, you have to read the following then click “I agree”. If you are unable to agree, you should click “I disagree” and you will not be able to view the Information.

  1. OVERSEAS JURISDICTIONS

Viewing the Information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view the Information. If you are not permitted to view the Information, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this webpage by clicking on the “I disagree” box below.

  1. BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER

YOU SHOULD NOT SHARE THE INFORMATION WITH OR DOWNLOAD, MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

The Information is being made available in good faith and for information purposes only. Any person seeking access to this part of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. Making the Information available in electronic format is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

If you are in any doubt about the Information or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to the Company’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

  1. FORWARD-LOOKING STATEMENTS

Some of the Information may include statements that are or may be deemed to be “forward-looking statements”. These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of the Offeror and the Company about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained in the Information include statements about the expected effects of the Offer on the Company and/or the Offeror, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in the Information other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as “plans”, “aims”, “intends”, “expects”, “anticipates”, “believes”, “estimates”, “will”, “may”, “budget”, “forecasts” and “should” and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Offeror or the Company. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers’ strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on any forward-looking statements. None of the directors of the Company (“Directors”), the Company or its affiliated companies provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement contained in the Information will actually occur.

  1. RESPONSIBILITY

The Directors accept responsibility for the correctness and fairness of the reproduction or presentation of the Information, other than that information relating to the Offeror or other members of the Offeror’s group, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Directors, the Company or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

Subject to any continuing obligations under applicable law, the City Code on Takeovers and Mergers or any relevant listing rules, the Company expressly disclaims any obligation to disseminate, after the date of the posting of the Information, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

Neither the Offeror nor the Company, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise the Information, whether as a result of new information, future events or otherwise, except to the extent legally required.

N+1 Singer, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting for the Company and no one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of N+1 Singer or for providing advice in relation to the Offer or any other matter referred to herein.

Peel Hunt LLP which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for the Offeror and no one else in connection with the Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to the customers of Peel Hunt nor for providing advice in relation to the Offer or any other matter referred to herein.

THE INFORMATION MAY NOT BE DOWNLOADED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS. THIS NOTICE SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, ENGLISH LAW.

  1. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER:

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