02:30 Wed 14 May 2025
Alliance Pharma PLC - Scheme of Arrangement Becomes Effective

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
RECOMMENDED ACQUISITION
OF
ALLIANCE PHARMA PLC
BY
AEGROS BIDCO LIMITED
(a newly incorporated company indirectly owned by DBAY Affiliates and the ERES IV Fund)
being implemented by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
Further to earlier announcements by Alliance Pharma plc ("Alliance") and Aegros Bidco Limited ("Bidco") in relation to the receipt of applicable regulatory approvals and the results of the Meetings and the announcement made by Alliance and Bidco on
Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the scheme document published on
Settlement of consideration
In respect of the Final Increased Cash Offer, Scheme Shareholders on the register of members of Alliance at the Scheme Record Time (being
In respect of the Alternative Offer, subject to the implementation of the Rollover, each Eligible Scheme Shareholder who has validly elected for the Alternative Offer will receive one Rollover Share for each Scheme Share in respect of which they made such a valid election within 14 days of the Effective Date, being
Suspension and cancellation of admission to trading
As previously advised, the admission to trading of Alliance Shares on AIM was suspended with effect from
A request has been made for the cancellation of trading of Alliance Shares on AIM, which is expected to take effect from
As a result of the Scheme having become Effective, share certificates in respect of Alliance Shares have ceased to be valid and entitlements to Alliance Shares held within the CREST system have been cancelled.
Director resignations
As the Scheme has now become Effective, Alliance announces that, with effect from the date of this Announcement (being the Effective Date), each of the independent non-executive directors of Alliance (being
Dealing disclosures
Alliance is no longer in an "Offer Period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to Alliance Shareholders no longer apply.
Enquiries:
Alliance |
+44 (0) 1249 705168 |
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Deutsche Numis (Financial Adviser, Nominated Adviser and Broker to Alliance) |
+44 (0) 20 7260 1000 |
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Evercore (Financial Adviser to Alliance) |
+44 (0) 20 7653 6000 |
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+ 44 (0) 20 7466 5000 |
Mark Court |
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Bidco/DBAY |
+44 (0) 1624 602130 |
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Investec Bank plc (Financial Adviser to Bidco and DBAY) |
+44 (0) 20 7597 5197 |
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Temple Bar Advisory (PR Adviser to DBAY and Bidco) |
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+44 (0) 7795 425 580 |
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+44 (0) 7827 960 151 |
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+44 (0) 7769 655 437 |
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Slaughter and May is acting as legal adviser to Alliance in connection with the Acquisition.
Travers Smith LLP is acting as legal adviser to DBAY and Bidco in connection with the Acquisition.
Important notices relating to financial advisers
Numis Securities Limited (trading for these purposes as Deutsche Numis) ("Deutsche Numis"), which is authorised and regulated in the
Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the
Investec Bank plc ("Investec"), which is authorised in the
Further information
This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or inducement to sell or an invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or a solicitation of an offer to buy any securities, any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance, transfer or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale issuance or exchange is unlawful. The Acquisition will be made solely by means of the Scheme Document, which, together with the Forms of Proxy and Form of Election, will contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document.
This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with the laws of
This Announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.
Overseas jurisdictions
This Announcement has been prepared in accordance with and for the purposes of complying with the laws of
The release, publication or distribution of this Announcement in, into or from certain jurisdictions other than the
The availability of the Acquisition to Scheme Shareholders who are not resident in the
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.
Where Bidco believes that an election for the Alternative Offer by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the securities laws of any Restricted Jurisdiction, Bidco will have the right to deem that such Scheme Shareholder has not validly elected for the Alternative Offer and such Scheme Shareholder will instead receive the Final Increased Cash Offer in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Acquisition.
The Acquisition shall be subject to English law and the jurisdiction of the Court and, among other things, the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange (including pursuant to the AIM Rules) and the Registrar of Companies.
Additional information for US investors in Alliance
The Acquisition relates to the shares of an English company with a listing on AIM and is to be effected by means of a scheme of arrangement under the laws of
Alliance's financial statements, and all financial information included in this Announcement, the Scheme Document, or any other documents relating to the Acquisition, have been or will have been prepared in accordance with
If the Acquisition is carried out under the Scheme, it is expected that any Rollover Shares issued pursuant to the Acquisition would be issued in reliance upon the exemption from the registration requirements under the US Securities Act provided by Section 3(a)(10) thereof and would not be registered under the US Securities Act. Securities issued pursuant to the Scheme will not be registered under any laws of any state, district or other jurisdiction of
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws in connection with the Acquisition or to enforce against them a judgment of a US court predicated upon the securities laws of the
In accordance with normal
The receipt of cash and/or consideration due under the Alternative Offer pursuant to the Acquisition by a US holder of Scheme Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US Scheme Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
Forward-looking statements
This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco, DBAY, the ERES IV Fund, Alliance, any member of the Wider Bidco Group or any member of the Wider Alliance Group may contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations, assumptions and projections of the management of Alliance and/or Bidco (as the case may be) about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance and events to differ materially from the future results, performance and events expressed or implied by those statements.
The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on Bidco, DBAY, the ERES IV Fund, Alliance, any member of the Wider Bidco Group or any member of the Wider Alliance Group (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "target", "prepares", "plans", "expects" or "does not expect", "aim", "hope", "continue", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "intends", "cost-saving", "anticipates" or "does not anticipate", or "believes", or other words of similar meaning variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, DBAY's, the ERES IV Fund's, Alliance's, any member of the Wider Bidco Group's or any member of the Wider Alliance Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, DBAY's, the ERES IV Fund's, Alliance's, any member of the Wider Bidco Group's or any member of the Wider Alliance Group's business.
Although Bidco and/or Alliance and/or DBAY and/or the ERES IV Fund believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. 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. 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 ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco, DBAY, the ERES IV Fund, Alliance, the Wider Bidco Group and the Wider Alliance Group operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Bidco, DBAY, the ERES IV Fund, Alliance, the Wider Bidco Group and the Wider Alliance Group operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.
None of Bidco, DBAY, the ERES IV Fund, Alliance, the Wider Bidco Group, the Wider Alliance Group, and any of their respective associates or directors, officers or advisers, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Given these risks and uncertainties, potential investors are cautioned not to place any reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.
None of Bidco, DBAY, the ERES IV Fund, Alliance, the Wider Bidco Group and the Wider Alliance Group assumes any obligation, and each such person expressly disclaims any intention or obligation, to update, correct or revise any information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.
Time
All times shown in this Announcement are
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be made available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions on Alliance's website at www.alliancepharmaceuticals.com/investors and on Bidco's website at https://www.dbayadvisors.com by no later than
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, Alliance Shareholders, persons with information rights and participants in Alliance Share Plans may request a hard copy of this Announcement by (i) contacting Alliance's registrars, MUFG Corporate Markets, between
General
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under FSMA if you are resident in the
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