Open Orphan PLC Compulsory Acquisition of Remaining hVIVO Shares (0778B)
28 Janvier 2020 - 8:00AM
UK Regulatory
TIDMORPH
RNS Number : 0778B
Open Orphan PLC
28 January 2020
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
SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
28 January 2020
Open Orphan plc
("Open Orphan" or the "Group")
Compulsory Acquisition of Remaining hVIVO Shares
Open Orphan plc (ORPH), the rapidly growing specialist
pharmaceutical services Group which has a focus on orphan drugs,
made a recommended all-equity offer (the "Offer") on 9 December
2019 for the entire issued and to be issued share capital of hVIVO
plc ("hVIVO").
On 14 January 2020, Open Orphan announced that the Offer was
closed and no longer capable of being accepted.
On 17 January 2020, Open Orphan announced that the Offer was
unconditional in all respects and that, pursuant to the provisions
of sections 974-991 of the Companies Act 2006, the Group would
compulsorily acquire the remaining hVIVO shares to which the Offer
related.
Posting of Compulsory Acquisition Notices
Further to its announcement on 17 January 2020 regarding its
intention to implement the compulsory acquisition procedure
pursuant to sections 974-991 of the Companies Act 2006, Open Orphan
announces the despatch yesterday of formal compulsory acquisition
notices to hVIVO Shareholders who have not accepted the Offer (the
"Compulsory Acquisition Notices"). The compulsory acquisition will
be settled on the same terms as the Offer and the relevant hVIVO
shareholders will be entitled to receive 2.47 Open Orphan shares
for every one hVIVO share. The transfer of Open Orphan Shares in
accordance with the Compulsory Acquisition Notices will take place
on 9 March 2020, being six weeks from the date of the Compulsory
Acquisition Notices.
On the expiry of six weeks from the date of the Compulsory
Acquisition Notices, being 9 March 2020, and unless any of the
hVIVO shareholders who have not accepted the Offer apply to the
Court and the Court orders otherwise, the hVIVO shares held by
those hVIVO shareholders who did not accept the Offer will be
acquired compulsorily by Open Orphan on the same terms as the
Offer. The consideration shares to which those hVIVO shareholders
will be entitled will be allotted to hVIVO as trustee on behalf of
those hVIVO shareholders and they will be requested to claim their
consideration by writing to Open Orphan at the end of the six-week
period.
For further information please contact
Open Orphan plc
Cathal Friel, Executive Chairman +353 (0)1 644 0007
Trevor Phillips, Chief Executive Officer +44 (0)20 7347 5350
Arden Partners plc (Nominated Adviser and Joint Broker) +44
(0)20 7614 5900
John Llewellyn-Lloyd / Benjamin Cryer
Davy (Euronext Growth Adviser and Joint Broker) +353 (0)1 679
6363
Anthony Farrell
Camarco (Financial PR) +44 (0)20 3757 4980
Tom Huddart / Daniel Sherwen
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END
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