Nightstar Therapeutics plc Announcement of Expiry of HSR
Waiting Period and Satisfaction of Antitrust Condition
Nightstar Therapeutics plc ("
Nightstar") today
announced the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
with respect to the recommended acquisition of the entire issued
and to be issued share capital of Nightstar by Tungsten Bidco
Limited ("
Bidco"), a newly-incorporated company
and wholly-owned subsidiary of Biogen Switzerland Holdings GmbH
(the "
Acquisition"). Nightstar has also received
notice from Bidco’s representatives that the German Federal Cartel
Office will not assert jurisdiction to review the Acquisition.
Therefore, Condition C set out in Part III of the scheme document
dated 9 April 2019 relating to the Acquisition (the
"Scheme
Document") has been satisfied.
The Scheme remains subject to certain conditions
including sanction by the Court at the Court Hearing (expected to
take place on 6 June 2019) and the delivery of a copy of the Court
Order to the Registrar of Companies. Subject to the Scheme
receiving the sanction of the Court and the delivery of a copy of
the Court Order to the Registrar of Companies and the satisfaction
or (if capable of waiver) the waiver of the remaining Conditions to
the Scheme (as set out in the Scheme Document), the Scheme is
expected to become effective on 7 June 2019.
Unless otherwise defined herein, capitalised
terms and expressions used in this announcement shall have the
meanings given to them in the Scheme Document.
Enquiries: |
Nightstar |
Investor Information |
|
investors@nightstartx.com |
Media Enquiries |
|
media@nightstartx.com |
Information |
|
info@nightstartx.com |
Centerview Partners (Financial
adviser to Nightstar) |
Alan Hartman |
|
+1 212 380 2665 |
Andrew Rymer |
|
+1 212 429 2349 |
James Hartop |
|
+44 (0)20 7409 9730 |
Finsbury (PR adviser to
Nightstar) |
Kal Goldberg |
|
+1 646 805 2005 |
Chris Ryall |
|
+1 646 306 0747 |
Nicholas Leasure |
|
+1 646 805 2814 |
|
|
|
Important notices relating to financial
advisers
Centerview Partners UK LLP ("Centerview
Partners"), which is authorised and regulated by the FCA,
is acting exclusively for Nightstar and no one else in connection
with the matters referred to in this announcement. Centerview
Partners is not and will not be responsible to anyone other than
Nightstar for providing the protections afforded to its clients or
for providing advice in connection with the contents of this
announcement or any matter referred to in this announcement.
The City Code on Takeovers and
Mergers
The City Code on Takeovers and Mergers does not
apply to the Acquisition.
Further information
This announcement is for information purposes
only and is not intended to and does not constitute, or form any
part of, an offer to sell or an invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely in accordance with the Scheme
Document, which contains the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Scheme. INVESTORS ARE ADVISED TO READ THE SCHEME DOCUMENT, AS IT
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, CAREFULLY AND IN
ITS ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE
ACQUISITION BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors may obtain a free copy of the
Scheme Document at the SEC’s website at www.sec.gov, or free of
charge from Nightstar at https://www.nightstartx.com or by
directing a request to Nightstar at investors@nightstartx.com. Any
voting decision or response in relation to the Acquisition should
be made solely on the basis of the Scheme Document.
This announcement does not constitute a
prospectus or a prospectus equivalent document.
Biogen Inc.("Biogen") and
Nightstar, and their respective directors and executive officers,
may be deemed to be participants in the solicitation of proxies in
respect of the transactions contemplated by the implementation
agreement. Information regarding Nightstar's directors and
executive officers is contained in Nightstar's Form 20-F for the
year ended 31 December 2017, which is filed with the SEC.
Information regarding Biogen's directors and executive officers is
contained in Biogen's Form 10-K for the year ended 31 December 2018
and its proxy statement dated 27 April 2018. Additional information
regarding the participants in the solicitation of proxies in
respect of the transactions contemplated by the implementation
agreement and a description of their direct and indirect interests,
by security holdings or otherwise, is contained in the Scheme
Document and other relevant materials filed with the SEC.
Overseas shareholders
The release, publication or distribution of this
announcement in jurisdictions other than the United Kingdom and the
United States may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the
United Kingdom or the United States (including Restricted
Jurisdictions) should inform themselves about, and observe, any
applicable legal or regulatory requirements. In particular, the
ability of persons who are not resident in the United Kingdom or
the United States or who are subject to the laws of another
jurisdiction to vote their Nightstar Shares in respect of the
Scheme at the Court Meeting, or to execute and deliver Forms of
Proxy appointing another to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located or to which they are subject. Any failure
to comply with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
jurisdiction. This announcement has been prepared for the purpose
of complying with English law and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside England.
Copies of this announcement and any formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
or any jurisdiction where to do so would constitute a violation of
the laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of acceptance of the Acquisition.
If the Acquisition is implemented by way of an
Offer, the Offer may not (unless otherwise permitted by applicable
law and regulation) be made, directly or indirectly, in or into or
by use of the mails or any other means or instrumentality
(including, without limitation, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the
Acquisition will not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
Further details in relation to Nightstar
Shareholders in overseas jurisdictions are contained in the Scheme
Document.
Notice to U.S. investors in
Nightstar
The Acquisition relates to the shares of a U.K.
company and is being made by means of a scheme of arrangement
provided for under Part 26 of the Companies Act 2006 and subject to
the proxy solicitation rules under the U.S. Exchange Act. The
Acquisition, implemented by way of a scheme of arrangement, is not
subject to the tender offer rules under the U.S. Exchange Act. If,
in the future, Bidder exercises its right to implement the
Acquisition by way of an Offer, subject to the terms of the
Implementation Agreement, the Acquisition will be made in
compliance with applicable U.S. laws and regulations.
It may be difficult for U.S. Nightstar
Shareholders and Nightstar ADS Holders to enforce their rights and
any claim arising out of the U.S. federal securities laws, because
Nightstar is located in a non-U.S. country, and some or all of its
officers and directors are residents of a non-U.S. country. U.S.
Nightstar Shareholders and Nightstar ADS Holders may not be able to
sue a non-U.S. company or its officers or directors in a non-U.S.
court for violations of the U.S. securities laws. Further, it may
be difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgment.
U.S. Nightstar Shareholders and Nightstar ADS
Holders are urged to consult with legal, tax and financial advisers
in connection with making a decision regarding the Acquisition.
Warning Concerning Forward-Looking
Statements
All statements included in this announcement,
other than statements or characterisations of historical fact, are
forward-looking statements within the meaning of the federal
securities laws, including Section 21E of the U.S. Exchange Act,
and other securities laws. Whenever Nightstar uses words such as
"believe", "expect", "anticipate", "intend", "plan", "estimate",
"will", "may", "predict", "could", "seek", "forecast" and negatives
or derivatives of these or similar expressions, they are making
forward-looking statements. Examples of such forward-looking
statements include, but are not limited to, references to the
anticipated benefits of the Acquisition and the expected time of
effectiveness of the Acquisition. These forward-looking statements
are based upon Nightstar's present intent, beliefs or expectations,
but forward-looking statements are not guaranteed to occur and may
not occur.
Nightstar Shareholders are cautioned that any
forward-looking statements are not guarantees of future performance
and may involve significant risks and uncertainties, and that
actual results may vary materially from those in the
forward-looking statements. Important risk factors that may cause
Nightstar's actual results to differ materially from their
forward-looking statements include, but are not limited to: (1) the
Acquisition is subject to the satisfaction or waiver of certain
conditions, including the receipt of requisite approvals by
Nightstar Shareholders and the sanction of the Scheme by the High
Court of Justice in England and Wales, which conditions may not be
satisfied or waived; (2) uncertainties as to the timing of the
consummation of the Acquisition and the ability of each party to
consummate the Acquisition; (3) the risk that the Acquisition
disrupts the parties' current operations or affects their ability
to retain or recruit key employees; (4) the possible diversion of
management time on Acquisition-related issues; (5) litigation
relating to the Acquisition; (6) unexpected costs, charges or
expenses resulting from the Acquisition; and (7) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the Acquisition.
The information contained in Nightstar's filings
with SEC, including in Nightstar's Form 10-K for the year ended 31
December 2018, identifies other important factors that could cause
actual results to differ materially from those stated in or implied
by the forward-looking statements in this announcement. Nightstar's
filings with the SEC are available on the SEC's website at
www.sec.gov. You should not place undue reliance upon
forward-looking statements. Except as required by law, Nightstar
does not intend to update or change any forward-looking statements
as a result of new information, future events or otherwise.
Nightstar Therapeutics Plc ADS (NASDAQ:NITE)
Historical Stock Chart
From Jul 2024 to Jul 2024
Nightstar Therapeutics Plc ADS (NASDAQ:NITE)
Historical Stock Chart
From Jul 2023 to Jul 2024