TIDMAMYT
Publication of Circular to Amryt Shareholders in relation to the
acquisition of Chiasma, Inc., and posting of Annual Report and
Notices of General Meetings
DUBLIN, Ireland, and Boston MA, 28 June 2021, Amryt (Nasdaq:
AMYT, AIM: AMYT), a global, commercial-stage biopharmaceutical
company dedicated to acquiring, developing and commercializing
novel treatments for rare diseases (the "Company" or "Amryt"), is
pleased to announce that:
-- further to the Company's announcement on 5 May 2021 in relation to the
proposed acquisition of Chiasma, Inc. ("Chiasma" and the proposed
acquisition being the "Transaction"), a circular (the "Circular")
containing notice of a general meeting to be held at the Company's
headquarters at 45 Mespil Road, Dublin 4, Ireland at 2:00 p.m. on 28 July
2021, (the "Transaction General Meeting") concerning the Transaction has
been posted to the Company's shareholders; and
-- the Company's annual report for the 12 months ended 31 December 2020,
will be posted to shareholders in the coming days, along with a notice of
general meeting (which together with the Transaction General Meeting,
shall be the "General Meetings"). This meeting will be held at the
Company's headquarters at 45 Mespil Road, Dublin 4, Ireland
https://protect-eu.mimecast.com/s/HF-fCExL9fKNrruNfqo4?domain=google.com
at 1:30 p.m. on 28 July 2021.
Copies of the Circular and the Company's annual report for the
12 months ended 31 December 2020, and the notice for each of the
General Meetings, when posted, will also be available on the
Company's website, www.amrytpharma.com
The Company continues to closely monitor the evolving situation
in respect of COVID-19. The health and welfare of our shareholders
and colleagues is our priority in making arrangements for the
General Meetings. Given the UK and Irish Governments' ongoing
guidance on social distancing, non-essential travel and public
gatherings relating to the COVID-19 pandemic which we believe would
significantly impact the ability of our shareholders to attend the
General Meetings, and in the interests of maintaining the health,
safety and welfare of our shareholders and colleagues, as well as
the public in general, it is currently intended that the General
Meetings will be closed meetings and that it will not be possible
for our shareholders to attend the General Meetings.
The General Meetings will take place at the times, date and
venue stated above but it is currently intended that the General
Meetings will only be attended by the minimum number of persons
legally required to attend in order for the meeting to be quorate
(which will be facilitated by the attendance of certain Directors
and/or the Company Secretary). The Directors have decided to hold
the General Meetings at the Company's headquarters in Dublin,
Ireland, to enable such persons to be present and provide for a
quorum. Any other shareholder who attempts to attend in person will
currently be refused entry. Shareholders are strongly encouraged to
vote in advance of each General Meeting by appointing the Chairman
of the relevant General Meeting as their proxy. This means that the
Chairman of the relevant General Meeting will be able to vote on
their behalf, and in accordance with their instructions, at such
General Meeting.
The Circular provides important information about Amryt, Chiasma
and the Transaction. Completion of the Transaction is expected in
the third quarter of 2021 and is subject to the receipt of
approvals from the shareholders and stockholders of Amryt and
Chiasma, respectively. The Transaction has been approved and
recommended by the boards of directors of both Amryt and Chiasma
and is endorsed and supported by voting agreements with lead
security holders of both businesses -- Athyrium Capital Management,
LP, Highbridge Capital Management and MPM Capital.
Under the terms of the Transaction, each share of Chiasma common
stock issued and outstanding prior to the consummation of the
Transaction will be exchanged for 0.396 Amryt American Depositary
Shares ("Amryt ADSs"), each representing the right to receive five
Amryt ordinary shares. Based on the reference price of Amryt ADSs
as of the time of final determination of the exchange ratio of
$12.95 on Nasdaq on May 4, 2021, the last full trading day before
the public announcement of the proposed transaction, the implied
per share value of Chiasma common stock was approximately $5.13 per
share or $339.2 million in total equity value, assuming the
treasury stock method. The enterprise value as of May 4, 2021, the
last full trading day before the public announcement of the
proposed transaction, implied by the proposed transaction was
approximately $268.9 million. The enterprise value implied by the Transaction is calculated incorporating Chiasma's publicly stated debt and debt like items and less Chiasma's cash, in each case as of the last publicly reported March 31, 2021 balance sheet date.
Using the treasury stock method for share options, warrants and
restricted stock units, Amryt holders prior to the close of the
Transaction will own approximately 60% of the combined company
post-closing and Chiasma holders prior to the close of the
Transaction will own approximately 40% of the combined company
post-closing, assuming Amryt's outstanding convertible debentures
are not converted.
The Transaction leverages Amryt's proven commercial execution
ability, global infrastructure and successful integration
capabilities to accelerate MYCAPSSA(R) launch in the US and
international markets, maximize value from MYCAPSSA(R) and further
develop life-cycle management opportunities. Amryt expects the
Transaction to accelerate and diversify Amryt's growing revenues
and deliver estimated annual cost synergies of approximately $50
million. The Transaction will create a leading rare and orphan
disease company with significant scale, an attractive mix of
established cash-flow generating and long-term growth products and
a diversified development pipeline.
There can be no guarantee that the outstanding conditions to
which the Transaction remains subject will be satisfied. If the
Transaction Resolutions (as defined in the Circular) are not
approved or any other condition is not satisfied the Transaction
may not complete.
Telephone Facility - To support engagement with our shareholders
in these exceptional circumstances, a telephone facility will be
provided to allow shareholders to listen to the business of the
General Meetings. If you wish to listen live to the proceedings of
the General Meetings, you will be able to do so by dialling the
following relevant number at the commencement time of the
meeting:
Passcode: 6597393
US: +1 646 787 1226
UK: +44 (0) 203 009 5709
Ireland: +353 (0) 1 506 0626
Any such shareholder participation via the telephone facility
will not constitute formal attendance at the General Meetings.
Shareholders using the telephone facility should also submit their
Form of Proxy by the relevant deadline in advance of the General
Meetings, as Shareholders will not be able to vote using the
telephone facility.
About Amryt
Amryt is a global commercial-stage biopharmaceutical company
focused on acquiring, developing and commercializing innovative
treatments to help improve the lives of patients with rare and
orphan diseases. Amryt comprises a strong and growing portfolio of
commercial and development assets.
Amryt's commercial business comprises two orphan disease
products -- metreleptin (Myalept(R)/ Myalepta(R)) and lomitapide
(Juxtapid(R)/ Lojuxta(R)).
Myalept(R)/Myalepta(R) (metreleptin) is approved in the US
(under the trade name Myalept(R)) as an adjunct to diet as
replacement therapy to treat the complications of leptin deficiency
in patients with congenital or acquired generalized lipodystrophy
(GL) and in the EU (under the trade name Myalepta(R)) as an adjunct
to diet for the treatment of leptin deficiency in patients with
congenital or acquired GL in adults and children two years of age
and above and familial or acquired partial lipodystrophy (PL) in
adults and children 12 years of age and above for whom standard
treatments have failed to achieve adequate metabolic control. For
additional information, please follow this link
https://www.globenewswire.com/Tracker?data=0x9VtfcSfEUKvfFcnamXDgrewYczfKUFQJvgKsW2CSkYbN6DloWHdeN3AaYAsEL0sUa5MVvgqMlxDfxSOlC5Xlj0TvGkiR7-vaPH0MLQ8aPSYifA46KpctGyBxm5_b93lYGLSDpMq-kZTRO5I6lYUAb_YlHeWx_7xACP_hE5t_I=
.
Juxtapid(R)/Lojuxta(R) (lomitapide) is approved as an adjunct to
a low-fat diet and other lipid-lowering medicinal products for
adults with the rare cholesterol disorder, Homozygous Familial
Hypercholesterolaemia ("HoFH") in the US, Canada, Colombia,
Argentina and Japan (under the trade name Juxtapid(R)) and in the
EU, Israel and Brazil (under the trade name Lojuxta(R)). For
additional information, please follow this link
https://www.globenewswire.com/Tracker?data=0x9VtfcSfEUKvfFcnamXDqOSNmN-TVJx83FGmRebJ4hNqjKpLQchYPrWN7HKdyv6Hc32F7aTvgNk69qCpayDfUYJybUGKTWyiqgwrK2pmIA=
.
Amryt's lead development candidate, Oleogel-S10 (Filsuvez(R)) is
a potential treatment for the cutaneous manifestations of
Junctional and Dystrophic Epidermolysis Bullosa ("EB"), a rare and
distressing genetic skin disorder affecting young children and
adults for which there is currently no approved treatment.
Filsuvez(R) has been selected as the brand name for Oleogel-S10.
The product does not currently have regulatory approval to treat
EB. In June 2021, Amryt received confirmation from the FDA that its
NDA for Oleogel-S10 had been accepted and granted priority
review.
Amryt's pre-clinical gene therapy platform, AP103, offers a
potential treatment for patients with Dystrophic EB, and is also
potentially relevant to other genetic disorders.
For more information on Amryt, including products, please visit
www.amrytpharma.com.
About Chiasma
Chiasma is a commercial stage biopharmaceutical company focused
on developing and commercializing oral therapies to improve the
lives of patients who face challenges associated with their
existing treatments for rare and serious chronic diseases.
Employing its Transient Permeability Enhancer (TPE(R) ) technology
platform, Chiasma seeks to develop oral medications that are
currently available only as injections. In June 2020, Chiasma
received FDA approval of MYCAPSSA(R) for long-term maintenance
therapy in acromegaly patients who have responded to and tolerated
treatment with octreotide or lanreotide. MYCAPSSA(R), the first and
only oral somatostatin analog approved by the FDA, is available for
commercial sale. Chiasma is headquartered in Needham, MA with a
wholly owned subsidiary in Israel. MYCAPSSA(R), TPE(R) and
Chiasma(R) are registered trademarks of Chiasma. For more
information, please visit the company's website at
www.chiasma.com.
Advisors to Amryt
Moelis & Company LLC is serving as exclusive financial
advisor and Gibson, Dunn & Crutcher LLP is serving as legal
advisor to Amryt in connection with the Transaction. Shore Capital
is acting as NOMAD and Joint Broker to Amryt.
Advisors to Chiasma
Torreya Capital LLC is serving as financial advisor and Goodwin
Procter LLP is serving as legal advisor to Chiasma in connection
with the Transaction. Duff & Phelps provided a fairness opinion
to Chiasma's Board of Directors in connection with the
Transaction.
Forward-Looking Statements
This announcement may contain forward-looking statements, which
are typically identified by words such as "expect", "anticipate",
"intends", "plan", "estimate", "aim", "forecast", "project" and
similar expressions (or their negative). Forward-looking statements
relate to future events and anticipated results of operations,
business strategies, the anticipated benefits of the proposed
transaction, the anticipated impact of the proposed transaction on
the combined company's business and future financial and operating
results, the expected amount and timing of synergies from the
proposed transaction, the plans, objectives, expectations and
intentions of Amryt, the anticipated closing date for the proposed
transaction and other aspects of Amryt's operations or operating
results. The forward-looking statements in this announcement are
based on numerous assumptions and Amryt's and Chiasma's present and
future business strategies and the environment in which Amryt and
Chiasma expect to operate in the future. Forward-looking statements
involve inherent known and unknown risks, uncertainties and
contingencies because they relate to events and depend on
circumstances that may or may not occur in the future and may cause
the actual results, performance or achievements to be materially
different from those expressed or implied by such forward-looking
statements. These statements are not guarantees of future
performance or the ability to identify and consummate investments.
Many of these risks and uncertainties relate to factors that are
beyond each of Amryt's ability to control or estimate precisely,
such as future market conditions, the course of the COVID-19
pandemic, currency fluctuations, the behaviour of other market
participants, the outcome of clinical trials, the actions of
regulators and other factors such as Amryt's ability to obtain
financing, changes in the political, social and regulatory
framework in which Amryt operates or in economic, technological or
consumer trends or conditions. Past performance should not be taken
as an indication or guarantee of future performance, and no
representation or warranty, express or implied, is made regarding
future performance. No person is under any obligation to update or
keep current the information contained in this announcement or to
provide the recipient of it with access to any additional relevant
information that may arise in connection with it. Such
forward-looking statements reflect the Company's current beliefs
and assumptions and are based on information currently available to
management.
Important Additional Information and Where to Find It
In connection with the Transaction, Amryt filed a registration
statement on Form F-4 with the SEC on June 15, 2021, which included
a document that will serve as a prospectus of Amryt (for the
purposes of section 5 of the Securities Act but, for the avoidance
of doubt, not within the meaning of section 85 of the Financial
Services and Markets Act 2000), and a proxy statement of Chiasma
(the "proxy statement/prospectus"). Chiasma intends to file a proxy
statement with the SEC (the "proxy statement") and each party will
file other documents regarding the Transaction with the SEC.
Investors and security holders are urged to carefully read the
entire registration statement and proxy statement/prospectus or
proxy statement and other relevant documents filed with the SEC
when they become available and the Circular because they will
contain important information. Investors and security holders will
be able to obtain the registration statement and the proxy
statement/prospectus or the proxy statement free of charge from the
SEC's website at www.sec.gov. These documents, including the
Circular, may also be obtained free of charge on Amryt's website at
www.amrytpharma.com. The documents filed by Chiasma with the SEC
may be obtained free of charge at the SEC's website at www.sec.gov
and on Chiasma's website at www.ir.chiasma.com.
For the avoidance of doubt, none of the documents referred to in
the above paragraph constitutes a "prospectus" in the UK or in any
member state of the European Economic Area ("EEA") for the purposes
of the UK or EU version of the Prospectus Regulation (Regulation
(EU) 2017/1129) and no such document has been reviewed by any
competent authority in the UK or in any member state of the EEA. No
offer of securities to the public is being made in the UK or in any
member state of the EEA.
Neither this announcement nor any copy of it may be taken or
transmitted directly or indirectly into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction. Any failure to comply with this
restriction may constitute a violation of such laws or regulations.
Persons in possession of this announcement or other information
referred to herein should inform themselves about, and observe, any
restrictions in such laws or regulations.
This announcement 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.
No Offer or Solicitation
This announcement shall not constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Participants in the Solicitation
Amryt, Chiasma and certain of their respective directors,
executive officers and employees may be deemed participants in the
solicitation of proxies from Chiasma stockholders in connection
with the Transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the shareholders of Chiasma in connection with the
Transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the proxy statement/prospectus or proxy statement when it is filed
with the SEC. Information about the directors and executive
officers of Chiasma and their ownership of Chiasma shares is set
forth in the definitive proxy statement for Chiasma's 2021 annual
meeting of shareholders, as previously filed with the SEC on April
26, 2021. Free copies of these documents may be obtained as
described in the paragraphs above.
Contacts
Joe Wiley, CEO / Rory Nealon, CFO/COO, +353 (1) 518 0200,
ir@amrytpharma.com
https://www.globenewswire.com/Tracker?data=JH13WjbWRoO5LsgJWn5XCfLxdqU-N4W4rm6mrjd5zWsLBUJtIpiGM9SIgprCFuorm5jaVfwoVStZedf9Pg2El18fKPboCvTaSpwkIAaqwmo=
Edward Mansfield, Shore Capital, NOMAD, +44 (0) 207 468 7906,
edward.mansfield@shorecap.co.uk
Tim McCarthy, LifeSci Advisors, LLC, +1 (212) 915 2564,
tim@lifesciadvisors.com
Amber Fennell, Consilium Strategic Communications, +44 (0) 203
709 5700
(END) Dow Jones Newswires
June 28, 2021 07:00 ET (11:00 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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