TIDMRLM
RNS Number : 7939I
Realm Therapeutics PLC
29 November 2018
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF
THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Realm Therapeutics plc
("Realm Therapeutics", "Realm" or the "Company")
Update on Strategic Review
MALVERN, PA, November 29, 2018 - Realm Therapeutics plc (NASDAQ:
RLM / AIM: RLM), a biopharmaceutical company with a proprietary
technology platform of stabilized high concentration hypochlorous
acid (HOCl), today provides an update on timing of the ongoing
formal sale process as part of the previously announced strategic
review.
On September 17, 2018, Realm announced the commencement of a
strategic review, including the evaluation of a potential sale of
the Company being conducted within the context of a formal sale
process (as referred to in the City Code on Takeovers and Mergers
(the "Code")). The Board continues to consider many strategic
initiatives in parallel.
As part of the strategic review, Realm received multiple
indications of interest which include a potential sale of the
Company, contemplated as a reverse merger, directly and through
parties contacted by MTS Partners, LP acting as an advisor in the
strategic review. From among the several non-binding proposals, the
Company has selected a short list of potential transactions and has
advanced these to deal negotiation and due diligence. The Company
anticipates providing a further update to shareholders in Q1
2019.
Realm is also considering the separate sale of its HOCl-related
assets, which include the Vashe(R) royalty stream, the anti-itch
hydrogel (formerly marketed as Aurstat(TM)) and the Company's
HOCl-related intellectual property and other assets. The Company is
in advanced negotiations to sell these assets and expects to update
shareholders as to progress early in 2019.
As at October 31, 2018, Realm had $20 million in cash and cash
equivalents, and short term investments.
Realm continues to assess all options available to the Company
to maximize shareholder value. There can be no certainty that any
transaction will ensue from the formal sale process whether as a
reverse merger or through the on-going efforts to monetize the HOCl
assets.
The Board reserves the right to alter or terminate any
prospective transaction process at any time and, in such cases,
will make an announcement as appropriate. The Board also reserves
the right to reject any approach or terminate discussions with any
interested party at any time.
Disclosure Requirements of the Code
Following the Company's announcement on September 17, 2018, the
Company is considered to be in an offer period as defined in the
Code, and the dealing disclosure requirements listed below continue
to apply.
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. 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.
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).
About Realm Therapeutics
Realm Therapeutics is a biopharmaceutical company with a
proprietary technology platform of stabilized high concentration
hypochlorous acid (HOCl). The Company has an FDA 510K-cleared
anti-itch hydrogel, previously marketed as Aurstat(TM), indicated
for the management and relief of pain, burning and itching
experienced with various dermatoses, including atopic dermatitis,
allergic contact dermatitis and radiation dermatitis. The Company
also receives a royalty stream from the Vashe(R) Wound care
portfolio of products out-licensed to a third party. Both of these
products were developed based on Realm's patented proprietary HOCl
technology. For more information on Realm Therapeutics please visit
www.realmtx.com
The person who arranged for the release of this announcement on
behalf of the Company was Marella Thorell, Chief Financial Officer
and Chief Operating Officer.
Forward Looking Statements
Certain statements made in this announcement are forward-looking
statements, including with respect to the Company's strategic
plans, financial condition and cash position, and exploration of
strategic alternatives. Words such as 'anticipates,' 'expects,'
'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements.
All statements contained in this announcement that do not relate to
matters of historical fact should be considered forward-looking
statements including with respect to the status of negotiations
with potential counterparties in the Company's formal sale process
and the timing and possibility of completing a transaction; the
status of the potential sale of the HOCl-related assets and any the
timing and outcome of this process; the ability to extract any
value from our portfolio of assets; any outcome of a strategic
alternative evaluation process. These statements are neither
promises nor guarantees, but involve known and unknown risks,
uncertainties and other important factors that may cause our actual
results, performance or achievements to be materially different
from our expectations expressed or implied by the forward-looking
statements, including, but not limited to, the general uncertainty
around future plans for the Company. Additionally, the Company's
discontinuation of the clinical development of all of its drug
development programs and its exploration of strategic alternatives
represents a material change in business strategy, which the
Company may not be able to execute effectively, on its intended
timeline or at all, and its failure to do so may impact the price
and volatility of the Company's publicly traded ordinary shares and
American Depositary Receipts representing such shares. These risks
and uncertainties and other important factors which are referred to
in Exhibit 99.4 to our Form 6-K furnished to the Securities and
Exchange Commission (SEC) on August 14, 2018 and our other reports
furnished to or filed with the SEC, could cause actual results to
differ materially from those indicated by the forward-looking
statements made in this announcement. Any such forward-looking
statements represent management's estimates as of the date of this
announcement. While we may elect to update such forward-looking
statements at some point in the future, we disclaim any obligation
to do so, even if subsequent events cause our views to change,
except as required by law or by any appropriate regulatory
authority. These forward-looking statements should not be relied
upon as representing our views as of any date subsequent to the
date of this announcement.
RNS-RLM
Contacts:
Realm Therapeutics plc
Alex Martin, Chief Executive Officer
Marella Thorell, Chief Financial Officer and Chief Operating
Officer
Outside US: +44 (0) 20 3727 1000
US: +1 212 600 1902
Argot Partners
Stephanie Marks / Claudia Styslinger
+1 212 600 1902
FTI Consulting
Simon Conway / Mo Noonan
+44 (0) 20 3727 1000
N+1 Singer (Nominated Adviser and Broker)
Aubrey Powell / Jen Boorer
+44 (0) 20 7496 3000
MTS Health Partners, L.P. (Strategic Advisor)
Ravi Mehrotra, Partner
+1 (212) 887-2112
Mark Epstein, Partner
+1 (212) 887-2121
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
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