Scheme of arrangement becoming effective
Acacia Pharma Group PLC
THIS ANNOUNCEMENT CONTAINS REGULATED
INFORMATION
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 OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
9 June 2022, 1.00 p.m. (Brussels time)
RECOMMENDED ACQUISITION
of
ACACIA PHARMA GROUP PLC
by
EAGLE PHARMACEUTICALS, INC.
to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006
Scheme becoming effective
Acacia Pharma Group PLC (the
“Company” or “Acacia”) and Eagle
Pharmaceuticals, Inc. (“Eagle”) are pleased to
announce, in relation to the recommended acquisition of Acacia by
Eagle by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006 (the “Scheme”),
that the Scheme has today become effective following the delivery
of the Court Order to the Registrar of Companies at Companies
House.
The delisting of Acacia Shares and the
cancellation of admission to trading of Acacia Shares on Euronext
Brussels takes effect today, 9 June 2022.
Holders of Scheme Shares who appeared on
Acacia’s register of members at 6.00 p.m. (London, UK time) on 8
June 2022 will be entitled to receive €0.68 in cash and 0.0049 New
Eagle Shares for each Scheme Share held. Settlement of the
consideration in relation to the Scheme is expected to be effected
on or before 23 June 2022. For further details, reference is made
to the the scheme document issued by Acacia on 26 April 2022 and
available on its website at
www.acaciapharma.com/investors/shareholder-meetings (the
“Scheme Document”).
Unless otherwise defined, all capitalised terms
in this announcement (the “Announcement”) shall
have the meaning given to them in the Scheme Document.
Enquiries
Eagle Pharmaceuticals,
Inc.
Tel: +1 (201) 326-5300
Scott Tarriff
William Blair (Financial Adviser to
Eagle)
Tel: +1 (312) 236 1600
Christian Hodneland, Eugene Kim, Ty Weston
In-Site Communications, Inc. (PR Adviser
to
Eagle)
Tel: +1 (212) 452-2793
Lisa M. Wilson
Acacia Pharma Group
plc
Tel: +1 317 505 1280
Mike Bolinder
Greenhill (Joint Financial Adviser to
Acacia)
Tel: +44 20 7198 7400
Kevin Costantino, Rupert Hill, Dean Rodrigues, James Warr
Jefferies (Joint Financial Advisor to
Acacia)
Tel: +44 7827 953950
Gil Bar-Nahum
MEDiSTRAVA Consulting (PR Adviser to
Acacia)
Tel: +44 20 3928 6900
Frazer Hall, Mark Swallow, David Dible
Cooley (UK) LLP is acting as legal adviser to
Eagle in connection with the Scheme. NautaDutilh BV is acting as
legal adviser to Eagle in connection with Belgian law. Sullivan
& Cromwell LLP is acting as legal adviser to Acacia in
connection with the Scheme. Eubelius CVBA is acting as legal
adviser to Acacia in connection with Belgian law and its listing on
Euronext Brussels.
Important notice
This Announcement is for information purposes
only and is not intended to and does not constitute, or form part
of, an offer, invitation or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Scheme or otherwise,
nor the announcement of a forthcoming solicitation of any offer to
acquire or dispose of securities or of any vote or approval, nor
shall there be any sale, issuance or transfer of securities of
Acacia or Eagle in any jurisdiction. The information contained in
this Announcement should not be construed to constitute any form of
advice or recommendation, including but not limited to investment,
tax, legal or other advice, and should not be relied upon as the
basis for any decision or action.
The Scheme will be implemented solely pursuant
to the terms of the Scheme Document, which contains the full terms
and conditions of the Scheme, including details of how to vote in
respect of the Scheme. Any voting decision or response in relation
to the Scheme should be made only on the basis of the information
contained in the Scheme Document and the Forms of Proxy.
The Scheme Document has been prepared in
accordance with and for the purpose of complying with applicable
English law and information disclosed may not be the same as that
which would have been disclosed if the Scheme Document had been
prepared in accordance with the laws of jurisdictions outside
England and Wales.
The Scheme is governed by English law and is not
a public takeover bid within the meaning of the Belgian Act of 1
April 2007 on public takeover bids. To the extent relevant, the
Scheme Document has been prepared in compliance with the Company’s
obligations as a company listed on Euronext Brussels. Neither this
Announcement nor the Scheme Document is a prospectus or a
prospectus-equivalent document. This Announcement and the Scheme
Document have not been submitted to nor approved by the Belgian
Financial Services and Markets Authority.
Disclaimers
William Blair is acting as financial adviser
exclusively for Eagle and no one else in connection with the
Scheme; will not regard any other person as a client in relation to
the Scheme and will not be responsible to anyone other than Eagle
for providing the protections afforded to clients of William Blair
or its affiliates, nor for providing advice in relation to the
Scheme or any other matters referred to in this Announcement.
Neither William Blair nor any of its affiliates, directors or
employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in
contract, in tort, in delict, under statute or otherwise) to any
person who is not a client of William Blair in connection with this
Announcement, any statement contained herein, the Scheme or
otherwise.
Greenhill and Jefferies are acting as joint
financial advisers exclusively for Acacia and no-one else in
connection with the Scheme; will not regard any other person as a
client in relation to the Scheme and will not be responsible to
anyone other than Acacia for providing the protections afforded to
clients of Greenhill, Jefferies or their respective affiliates, nor
for providing advice in relation to the Scheme or any other matters
referred to in this Announcement.
Overseas Jurisdictions
The release, publication or distribution of this
Announcement or the Scheme Document, or any copy thereof, in or
into jurisdictions other than the UK and Belgium may be restricted
by law and therefore any persons who are resident in, or who are
subject to the law of, any jurisdiction other than the UK and
Belgium should inform themselves about, and observe, any applicable
legal or regulatory requirements. In particular, the ability of
persons who are not resident in the UK or Belgium to vote their
Acacia Shares with respect to the Scheme at the Court Meeting, or
to appoint another person as proxy to vote at the Court Meeting on
their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Scheme disclaim any responsibility or liability for the
violation of such restrictions by any person.
Copies of this Announcement, the Scheme Document
and any other formal documentation relating to the Scheme are not
being and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send such documents in or into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Scheme.
Further details in relation to Overseas
Shareholders are contained in the Scheme Document.
Notice to US investors
US Holders should note that the Scheme relates
to shares of an English company and is proposed to be implemented
by means of a scheme of arrangement provided for under English law
and which will be subject to the procedural and disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which are different from those that may be applicable
in the United States. The financial information included in this
Announcement and the Scheme Document, if any, has been prepared in
accordance with International Financial Reporting Standards, and
thus may not be comparable to financial information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.
Securities may not be offered or sold in the
United States unless registered under the US Securities Act, and
applicable state securities laws or exempt from such registration.
In reliance on the exemption provided by section 3(a)(10) of the US
Securities Act, the issuance of the New Eagle Shares to be issued
pursuant to the Scheme has not been and will not be registered with
the SEC under the US Securities Act.
Neither the SEC nor any US state securities
commission has approved or disapproved of the New Eagle Shares to
be issued in connection with the Scheme, or determined if this
Announcement is accurate or complete or has passed upon the
fairness or the merits of the proposal described herein. Any
representation to the contrary is a criminal offence in the United
States.
Each Acacia Shareholder is urged to consult his
or her tax adviser regarding the tax consequences of the Scheme
applicable to him or her.
It may be difficult for US investors to enforce
their rights and any claim arising out of the US federal securities
laws, as Acacia is incorporated under the laws of England and
Wales, some of its officers and directors may be residents of, and
some or all of its assets are or may be located in, a non-US
jurisdiction. US investors may not be able to sue a non-US company
or its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court’s
judgment.
Forward looking statements
This Announcement (including information
incorporated by reference in this Announcement), oral statements
made regarding the Scheme, and other information published by
Acacia, the Acacia Group, Eagle and/or the Eagle Group contain
statements, which are, or may be deemed to be, “forward-looking
statements”. Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of Acacia, the
Acacia Group, Eagle and/or the Eagle Group (as applicable) about
future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking
statements.
The forward-looking statements contained in this
Announcement include statements relating to the expected effects of
the Scheme on Acacia, the Acacia Group, Eagle or the Eagle Group
(including their future prospects, developments and strategies),
the expected timing and scope of the Scheme and other statements
other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as “plans”, “expects” or “does not expect”, “is expected”, “is
subject to”, “budget”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates” or “does not anticipate”, or “believes”,
or variations of such words and phrases or statements that certain
actions, events or results “may”, “could”, “should”, “would”,
“might” or “will” be taken, occur or be achieved. These statements
include, but are not limited to, statements regarding future events
such as: the strategic fit of Barhemsys® and Byfavo® with Eagle’s
specialised hospital-based salesforce; statements regarding the
addressable market size and commercial potential for Barhemsys® and
Byfavo® and other products or product candidates; the expected
structure, anticipated synergies, terms, timing and closing of the
Scheme; Eagle’s marketing, product development, partnering and
growth strategy, including relating to the commercialisation of
Barhemsys® and Byfavo®, and the ability of Acacia’s technology and
know-how to help Eagle achieve its strategy; the expectation that
the addition of Barhemsys® and Byfavo® will be accretive to Eagle,
and the timing thereof; the expected sources of financing for the
Scheme and the cash resources of Eagle; the ability of Eagle to
expand the application of the Acacia products; the timing, scope or
likelihood and timing of regulatory filings and approvals from the
FDA for Eagle’s product candidates, including landiolol; the
ability of Barhemsys® and Byfavo® to address unmet clinical needs;
the ability of Barhemsys® to offer significant economic savings to
hospitals and ambulatory centres; the ability of Byfavo® to offer
potential health and economic benefits and enable shorter procedure
times and greater patient throughput; the ability of the Scheme to
create value for Eagle’s shareholders; and the ability of Eagle’s
executive team to execute on Eagle’s strategy and build stockholder
value.
Although Acacia and Eagle believe that the
expectations reflected in such forward-looking statements are
reasonable (other than where expressly disclaimed), none of Acacia,
the Acacia Group, Eagle and/or the Eagle Group can give any
assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These
factors include, but are not limited to: changes in the global
political, economic, business and competitive environments
(including, but not limited to, the impacts of the COVID-19
pandemic and geopolitical events such as the ongoing conflict
between Ukraine and Russia and related sanctions against Russia);
delay in, or inability to obtain, or meet conditions imposed for,
required governmental and regulatory approvals; interruptions or
other adverse effects to clinical trials; legal or regulatory
developments and changes, including, but not limited to, changes in
environmental and health and safety regulations; government
actions; foreign exchange rate and interest rate fluctuations;
changes in tax rates; weak, volatile or illiquid capital and/or
credit markets; market position of the companies comprising the
Acacia Group; earnings; financial position; cash flows; return on
capital and operating margins; anticipated investments; the ability
of Eagle and/or the Acacia Group to obtain capital/additional
finance; an unexpected decline in revenue or profitability;
retention of senior management; the maintenance of labour
relations; fluctuations in commodity prices and other input costs;
operating and financial restrictions as a result of financing
arrangements; changes in consumer habits and preferences, including
a reduction in demand by customers; competitive product and pricing
pressures; future business combinations or disposals; success of
business and operating initiatives; changes in the level of capital
investment; manufacturing and supply chain interruptions, adverse
effects on healthcare systems, disruption in the operations of
third party partners and disruption of the global economy, and the
overall impact of the COVID-19 pandemic or other events on Eagle or
Acacia’s business, financial condition and results of operations;
unforeseen expenses or liabilities or other market factors; whether
Eagle will successfully implement its development plan for, and
successfully market and commercialise, its product candidates; the
success of relationships with partners; the availability and
pricing of third party sourced products and materials; the outcome
of litigation involving any products or that may have an impact on
any of Eagle or Acacia’s products; successful compliance with the
FDA and other governmental regulations applicable to product
approvals, manufacturing facilities, products and/or businesses;
the strength and enforceability of Eagle or Acacia’s intellectual
property rights or the rights of third parties; competition from
other pharmaceutical and biotechnology companies and the potential
for competition from generic entrants into the market; the risks
inherent in the early stages of drug development and in conducting
clinical trials; satisfaction of the Scheme’s closing conditions;
factors in addition to the foregoing that may impact Eagle or
Acacia’s expectations, including, among other things, any potential
business development transactions, acquisitions, restructurings or
legal settlements, in addition to any unanticipated factors, that
may cause actual results and outcomes to materially differ; and
other risks and uncertainties, including those identified in the
“Risk Factors” section of Eagle's Annual Report on Form 10-K for
the year ended December 31, 2021, filed with the Securities and
Exchange Commission (the “SEC”) on March 8, 2022, as updated by
Eagle’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2022, filed with the SEC on May 9, 2022, and its other
subsequent filings with the SEC.
Other unknown or unpredictable factors could
cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any
one or more of these risks or uncertainties materialises or if any
one or more of the assumptions prove incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the
light of such factors.
None of Acacia, the Acacia Group, Eagle nor the
Eagle Group, nor any of their respective associates or directors,
officers, employees or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this Announcement
will actually occur. Given these risks and uncertainties, you are
cautioned not to place any reliance on these forward-looking
statements.
Specifically, statements of estimated cost
savings and synergies relate to future actions and circumstances
which, by their nature, involve risks, uncertainties and
contingencies. As a result, the cost savings and synergies referred
to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from
those estimated and there may be additional changes to the
operations of the Acacia Group. As a result, and given the fact
that the changes relate to the future, the resulting cost synergies
may be materially greater or less than those estimated.
Other than in accordance with their legal or
regulatory obligations, none of Acacia, the Acacia Group, Eagle or
the Eagle Group is under any obligation, and each of the foregoing
expressly disclaim any intention or obligation to update or to
revise any forward-looking statements other than as required by law
or by the rules of any competent regulatory authority, whether as a
result of new information, future events or otherwise.
No profit forecasts or
estimates
No statement in this Announcement, or
incorporated by reference in this Announcement, is intended as a
profit forecast, profit estimate or quantified benefits statement
for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per Acacia Share or
per share of common stock of Eagle, as appropriate, for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per Acacia Share or per
share of common stock of Eagle, as appropriate.
Hard copies
Acacia Shareholders may request a hard copy of
this Announcement and any information incorporated into it by
reference to another source in hard copy form by writing to Acacia
Pharma Group PLC, The Officers’ Mess Royston Road, Duxford,
Cambridge, England, CB22 4QH or by calling Anne-Marie Elsley, the
Company Secretary, on +44 1223 919760, during normal business
hours. A hard copy of this Announcement will not be sent unless so
requested. Acacia Shareholders may also request that all future
documents, announcements and information sent in relation to the
Scheme should be sent in hard copy form, again by writing to the
address set out above or by calling the telephone number above.
- Scheme of Arrangement Becomes Effective
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