TIDMAGI
RNS Number : 2039V
AGI Therapeutics plc
09 January 2012
Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction
09 January 2012
RECOMMENDED CASH OFFER
BY
ARAVIS THERAPEUTICS LIMITED
FOR
AGI THERAPEUTICS PLC
Pre-condition to the making of the Offer has been satisfied
The Board of Aravis Therapeutics Limited ("Aravis") and AGI
Therapeutics plc ("AGI" or the "Company") announced this morning a
pre-conditional recommended cash offer (the "Offer") for the entire
issued and to be issued share capital of AGI. Aravis now announces
that the pre-condition to the making of the Offer regarding the
receipt of irrevocable undertakings to accept the Offer has been
satisfied.
The making of the Offer was conditional upon Aravis receiving
irrevocable undertakings in a form satisfactory to Aravis from AGI
Directors, and the AGI Investors to accept (or procure the
acceptance of) the Offer in respect of 31,359,118 AGI Shares and,
to the extent exercised, 4,200,000 "in the money" AGI Share
Options, in aggregate representing approximately 49.6 per cent. of
the entire issued and to be issued share capital of AGI at the date
of this announcement.
Aravis has received irrevocable undertakings to accept (or
procure the acceptance of) the Offer from those AGI Directors, and
the AGI Investors to accept (or procure the acceptance of) the
Offer in respect of 31,359,118 AGI Shares and, to the extent
exercised, 4,200,000 "in the money" AGI Share Options, in aggregate
representing approximately 49.6 per cent. of the entire issued and
to be issued share capital of AGI at the date of this announcement,
and as specified in Appendix III to the Rule 2.5 Announcement
issued this morning.
The irrevocable undertakings given by AGI Directors will cease
to be binding only in the following circumstances:
1. Aravis has not posted the Offer Document by 31 January 2012
(or by such later date as Aravis, with the consent of the Panel,
may determine); or
2. the Offer lapses or is withdrawn.
The irrevocable undertakings given by AGI Investors will cease
to be binding only in the following circumstances:
1. Aravis has not posted the Offer Document by 31 January 2012
(or by such later date as Aravis with the consent of the Panel may
determine);
2. an announcement of a firm intention to make an offer pursuant
to Rule 2.5 of the Takeover Rules is made by a third party for the
entire issued and to be issued share capital of the Company (other
than shares already held by such third party or its associates on
the date such competing offer is made) with a value which
represents an improvement of 20 per cent. or more in the value of
the consideration offered by Avaris, unless Aravis announces an
improvement to the terms of the Offer within three Business Days of
the third party's competing takeover offer being made such that the
terms of the Offer are at least as favourable to the Company's
shareholders as those under the third party's competing takeover
offer; or
3. the Offer lapses or is withdrawn.
Definitions used in the Rule 2.5 Announcement dated 09 January
2011 have the same meaning when used in this announcement, unless
the context requires otherwise.
Enquiries:
AGI Therapeutics plc Tel: +353 1 449 3254
David Kelly, CFO
Davy Corporate Finance Tel: +353 1 679 6363
Financial adviser to AGI
John Frain
David Nangle
Goodbody Corporate Finance Tel: +353 1 667 0420
Financial adviser to the Aravis
Group
Simon Howley
Stephen Kane
Responsibility Statements
The directors of AGI accept responsibility for the information
contained in this announcement relating to AGI, the AGI Group, the
directors of AGI and members of their immediate families, related
trusts and persons connected with them, and for the recommendation
and related opinions of the directors of AGI contained in this
announcement. To the best of the knowledge and belief of the
directors of AGI (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
The directors of Aravis Group accept responsibility for the
information contained in this announcement; other than that
relating to AGI, the AGI Group, the directors of AGI and members of
their immediate families, related trusts and persons connected with
them, and any recommendation and related opinions of the directors
of AGI. To the best of the knowledge and belief of the directors of
Aravis Group (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
Financial Advisers
Davy Corporate Finance which is regulated by the Central Bank of
Ireland, is acting exclusively for AGI and no one else in
connection with the Offer and will not be responsible to anyone
other than AGI for providing the protections afforded to customers
of Davy Corporate Finance or for providing advice in relation to
the Offer or any other matters referred to in this
announcement.
Goodbody Corporate Finance which is regulated by the Central
Bank of Ireland, is acting exclusively for the Aravis Group and no
one else in connection with the Offer and will not be responsible
to anyone other than the Aravis Group for providing the protections
afforded to customers of Goodbody Corporate Finance or for
providing advice in relation to the Offer or any other matters
referred to in this announcement.
General
This announcement does not constitute an offer to purchase,
sell, subscribe for or exchange or the solicitation of an offer to
purchase, sell, subscribe for or exchange any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise.
The distribution of this announcement in or into certain
jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this announcement and all other documents
relating to the Offer are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute
a violation of the securities laws
of any such jurisdiction.
Any response in relation to the Offer should be made only on the
basis of the information contained in the Offer Document or any
document by which the Offer are made.
This announcement is made pursuant to Rule 2.5 of the Takeover
Rules.
Pursuant to Rule 2.6(c) of the Takeover Rules, this announcement
will be available to AGI employees on AGI's website
(www.agitherapeutics.com).
Rule 8 - Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Rules, if any
person is, or becomes, 'interested' (directly or indirectly) in one
per cent. or more of any class of "relevant securities" of AGI, all
"dealings" in any "relevant securities" of AGI (including by means
of an option in respect of, or a derivative referenced to, any such
"relevant securities") must be publicly disclosed by no later than
3:30 p.m. (Dublin time) on the Business Day following the date of
the relevant transaction. This requirement will continue until the
date on which the Offer becomes or is declared unconditional as to
acceptances or lapses or is otherwise withdrawn or on which the
Offer Period otherwise ends. If two or more persons co-operate on
the basis of any agreement, either express or tacit, either oral or
written, to acquire an "interest" in "relevant securities" of AGI,
they will be deemed to be a single person for the purpose of Rule
8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
"dealings" in "relevant securities" of AGI, by AGI or Aravis, or by
any of their respective "associates", during the Offer Period must
be disclosed by no later than 12.00 noon (Dublin time) on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Panel's website at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks in this paragraph, Dealing Disclosure
Requirements, are defined in the Takeover Rules, which can also be
found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a "dealing" under Rule 8, you
should consult the Panel's website at www.irishtakeoverpanel.ie or
contact the Panel on telephone number +353 (0) 1 678 9020; fax
number +353 (0) 1 678 9289
This information is provided by RNS
The company news service from the London Stock Exchange
END
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