TIDMVER
RNS Number : 3389R
Vernalis PLC
14 June 2018
14 June 2018
Vernalis plc ("Vernalis" or the "Company")
Termination of Tris Agreement and Update on Formal Sale
Process
Termination of Tris development and commercialisation agreement
and transfer of Tuzistra(R) XR NDA
Update on 30 June 2018 projected cash
Update on formal sale process
Vernalis (LSE: VER) today announces the termination of its
agreement with Tris Pharma, Inc. ("Tris") in connection with the
ongoing closure of its US commercial operations, updated guidance
on its projected 30 June 2018 cash position and an update on the
formal sale process previously announced on 15 March 2018.
Termination of Tris Agreement
Vernalis has terminated its development and commercialisation
agreement with Tris, with immediate effect. Under the terms of the
termination, Vernalis will pay Tris $10 million in cash. In return,
Vernalis is released from all future payment obligations under the
development and commercialisation agreement including obligations
to pay Tris milestones on development programmes. Vernalis has also
transferred to Tris the rights to Tuzistra(R) XR including the New
Drug Application ("NDA") and Tris will retain the rights to CCP-07,
CCP-08, CCP-05 and CCP-06. Vernalis will be entitled to a high
single digit royalty on sales of Tuzistra(R) XR for a ten year
period and on CCP-07 and CCP-08 for a ten year period from product
launch.
Vernalis remains responsible for all Tuzistra(R) XR commercial
activities up to the date of NDA transfer. In addition, Vernalis
remains liable for any returns, rebates and co-pay assistance costs
on stocks of Tuzistra(R) XR with wholesalers or pharmacies at the
date of transfer. Vernalis has deposited $3 million into an escrow
until 30 June 2020 to fund these returns, rebates and co-pay
assistance costs (with any remaining balance at 30 June 2020
returned to Vernalis and with Vernalis remaining liable for these
specific liabilities in excess of this $3 million).
The proposed termination of the Tris agreement constitutes an
action falling within Rule 21.1(a) of the City Code on Takeovers
and Mergers (the "Code"). Under Rule 21.1(c)(iii) of the Code, the
Panel Executive has agreed to disapply Rule 21.1(a) of the Code in
relation to the proposed termination of the Tris agreement on the
basis that shareholders of the Company holding shares carrying more
than 50% of the voting rights of the Company stated in writing that
they approved the proposed action and would vote in favour of any
resolution to that effect proposed at a general meeting.
Projected Cash at 30 June 2018
Following settlement of a significant proportion of US closure
costs and termination of the Tris agreement as outlined above, we
are able to provide updated guidance on our projected 30 June 2018
cash position. After the above payment to Tris and funding the
escrow account, we project a cash balance of GBP26 million to GBP27
million at 30 June 2018.
Update on Formal Sale Process
On 15 March 2018, the Company announced that as part of its
strategic review, it had decided to seek offers for the Company and
that the Panel had agreed that any discussions with third parties
may be conducted within the context of a "formal sale process" (as
referred to in the Code).
The Company is pleased to confirm that it has received several
approaches, directly and through potential buyers contacted by
Evercore as financial adviser to the Company. Potential buyers
wishing to participate in the formal sale process were required to
sign a non-disclosure agreement, after which they received further
information on the Company. Potential buyers then submitted
non-binding proposals to Evercore for the Board's consideration
which comprised expressions of interest for the Company as a whole
as well as for parts of the Company. As a result, the Board is now
engaged in detailed discussions with certain parties about the sale
of the Company (whether as a whole or in parts), with the aim of
concluding this activity before 30 September 2018 as previously
communicated in our announcement dated 15 March 2018.
As previously communicated, the Panel has granted a dispensation
from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the
Code such that any interested party participating in the formal
sale process will not be required to be publicly identified under
Rules 2.4(a) or 2.4(b) and will not be subject to the 28 day
deadline referred to in Rule 2.6(a) of the Code for so long as it
is participating in the formal sale process.
There can be no certainty that an offer will be made, nor as to
the terms on which any offer will be made.
The Board of Vernalis reserves the right to alter or terminate
the formal sale process at any time and in such cases will make an
announcement as appropriate. The Board of Vernalis also reserves
the right to reject any approach or terminate discussions with any
interested party at any time.
Enquiries:
+44 (0) 118 938
Vernalis plc: 0015
Ian Garland, Chief Executive
Officer
David Mackney, Chief Financial
Officer
Canaccord Genuity Limited (Nominated +44 (0) 20 7523
Adviser and Joint Broker): 8000
Henry Fitzgerald-O'Connor
Emma Gabriel
+44 (0) 20 3727
FTI Consulting (Financial Communications): 1000
Ben Atwell
Simon Conway
Stephanie Cuthbert
+44 (0) 20 7653
Evercore (Financial Adviser): 6000
Julian Oakley
Alan Beirne
Evercore Partners
Evercore Partners International LLP, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser exclusively for Vernalis and no one
else in connection with the matters referred to in this
announcement and will not regard any other person as its client in
relation to the matters referred to in this announcement and will
not be responsible to anyone other than Vernalis for providing the
protections afforded to clients of Evercore Partners International
LLP, nor for providing advice in relation to the matters referred
to in this announcement.
Notes to Editors
Vernalis is a revenue generating, pharmaceutical company with
significant expertise in drug development. The Group has two
approved products: Moxatag(R) , a once-daily formulation of the
antibiotic, amoxicillin, indicated for the treatment of tonsillitis
and/or pharyngitis secondary to Streptococcus pyogenes in adults
and pediatric patients 12 years and older; and frovatriptan for the
acute treatment of migraine. Vernalis has also nine programmes in
its NCE development pipeline in addition to significant expertise
in fragment and structure based drug discovery which it leverages
to enter into collaborations with larger pharmaceutical companies.
The Company's technologies, capabilities and products have been
endorsed over the last five years by collaborations with leading
pharmaceutical companies, including Asahi Kasei Pharma, Biogen
Idec, Daiichi Sankyo, Endo, GSK, Genentech, Lundbeck, Menarini,
Novartis and Servier.
For further information about Vernalis, please visit
www.vernalis.com
Vernalis Forward-Looking Statement
This news release may contain forward-looking statements that
reflect the Company's current expectations regarding future events
including the clinical development and regulatory clearance of the
Company's products, the Company's ability to find partners for the
development and commercialisation of its NCE pipeline, and the
Company's ability to find partners for the commercialisation of
Moxatag(R) . Forward-looking statements involve risks and
uncertainties. Actual events could differ materially from those
projected herein and depend on a number of factors including the
success of the Company's research strategies, the applicability of
the discoveries made therein, the successful and timely completion
of clinical studies, the uncertainties related to the regulatory
process, the ability of the Company to identify and agree
beneficial terms with suitable partners for the commercialisation
and/or development of its products, as well as the achievement of
expected synergies from such transactions, the acceptance of
Moxatag(R) , frovatriptan and other products by consumers and
medical professionals, the successful integration of completed
mergers and acquisitions and achievement of expected synergies from
such transactions, the ability of the Company to exit or
renegotiate contracts on reasonable terms and achievement of
expected synergies from such transactions and the ability of the
Company to identify and consummate suitable strategic and business
combination transactions.
Rule 26.1 Disclosures
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) on Vernalis's website at www.vernalis.com by no
later than 12 noon (London time) on the business day following the
release of this announcement in accordance with Rule 26.1 of the
Code. The content of the website referred to in this announcement
is not incorporated into and does not form part of this
announcement. The information communicated in this announcement is
inside information for the purposes of Article 7 of Regulation
596/2014. Upon the publication of this announcement, this inside
information is now considered to be in the public domain.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the
business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first
identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
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
MSCEANKDFAAPEFF
(END) Dow Jones Newswires
June 14, 2018 02:00 ET (06:00 GMT)
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