0PNT Acacia Pharma Group Plc

 
TIDMACPH 
 

ACACIA PHARMA GROUP PLC

PROPOSED TRANSACTION WITH EAGLE PHARMACEUTICALS, INC.

THIS ANNOUNCEMENT CONTAINS REGULATED INFORMATION AND INSIDE 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 of such jurisdiction

For immediate release

28 March 2022, 08:00 a.m. (Brussels time)

RECOMMED SCHEME OF ARRANGEMENT

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

Summary

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including its Appendices).

Key highlights

   -- Acacia Pharma Group PLC ("Acacia") met its formulary goals for both 
      Barhemsys(R) and Byfavo(R) in FY2021 and continues to be encouraged that 
      feedback for both products is indicative of significant future commercial 
      potential. 
 
   -- However, Acacia's standalone financial condition has been negatively 
      impacted by physical access limitations caused by the global COVID-19 
      pandemic, and a significant latency of demand due to postponement of 
      surgical procedures. Accordingly, Acacia expects it would require a 
      minimum of approximately US$115m of additional cash to fund operations to 
      break-even (based on projections assuming break-even by early FY2025). 
 
   -- As a result, the Acacia Board appointed Greenhill to undertake a 
      comprehensive review of strategic alternatives available to maximise 
      value for Acacia Shareholders. The review included consideration of 
      options to raise additional capital, but found that the terms on which 
      such capital was likely to be available would have led to significant 
      dilution and potential destruction of value for Acacia Shareholders. 
 
   -- Following this comprehensive exploration and assessment of all strategic 
      alternatives, the board of directors of Acacia and the board of directors 
      of Eagle Pharmaceuticals, Inc. ("Eagle") hereby announce that they have 
      reached agreement on the terms of a transfer of the entire issued and to 
      be issued share capital of Acacia to Eagle by way of a scheme of 
      arrangement under Part 26 of the Companies Act 2006 (the "Proposed 
      Transaction"). 
 
   -- Under the terms of the Proposed Transaction, each Scheme Shareholder will 
      receive as consideration (the "Consideration"): 

for each Scheme Share, EUR0.68 in cash and 0.0049 New Eagle Shares

   -- The Proposed Transaction values Acacia's existing issued and to be issued 
      share capital at approximately EUR94.7 million on a fully diluted basis. 
 
   -- The cash portion of the Consideration represents approximately 75 per 
      cent. of the total Consideration, and the New Eagle Shares that Acacia 
      Shareholders would receive represent approximately 25 per cent. of the 
      total Consideration, which represents approximately 3.8 per cent. of the 
      enlarged Eagle share capital in issue immediately following completion of 
      the Scheme. The total Consideration equates to EUR0.90 for each Scheme 
      Share. 
 
   -- The Consideration provides Acacia Shareholders with both up-front cash 
      and, through the New Eagle Shares to be acquired by Acacia Shareholders, 
      equity participation in the value creation potential for the enlarged 
      business through de-risked funding requirements, enlarged group synergies, 
      and being part of a well-funded entity with shares trading on a liquid 
      exchange. 
 
   -- Having considered all of the available alternatives as part of its 
      strategic review, the Acacia Board believes that the Proposed Transaction 
      represents the best option for Acacia Shareholders to maximise the value 
      of their shares, and therefore unanimously recommends the Proposed 
      Transaction. 
 
   -- Furthermore, the Acacia Board considers that there is a significant risk 
      that if the Scheme is not approved by the necessary number of Acacia 
      Shareholders, this could lead to a very material reduction in the value 
      attributable to Acacia Shares and/or an insolvency procedure relating to 
      the Acacia Group, which could in turn result in negligible (if any) value 
      being attributable to Acacia Shares. 
 
   -- In making its recommendation, the board of Acacia has considered the 
      financial position of Acacia given the significant operational challenges 
      as a result of the limited physical access to institutions resulting from 
      the global COVID-19 pandemic, as well as the significant latency of 
      demand due to the postponement of non-essential surgical procedures, as a 
      result of which the Acacia Group has experienced a significant reduction 
      in its available liquidity as the net revenue in 2021 and so far in 2022 
      continues to lag behind expectations. 

Recommendation, irrevocable undertakings and shareholder support for the Proposed Transaction

   -- The Acacia Directors consider the Proposed Transaction to be the best 
      available option for Acacia Shareholders. In making this assessment, the 
      Acacia Directors have received financial advice from Greenhill who, in 
      providing its financial advice, has taken into account the commercial 
      assessments of the Acacia Directors. Accordingly, the Acacia Directors 
      intend unanimously to recommend that Acacia Shareholders vote in favour 
      of the Scheme at the Court Meeting and the Resolutions to be proposed at 
      the General Meeting, as the Acacia Directors have irrevocably undertaken 
      to do in respect of the 217,543 Acacia Shares which they hold and which 
      they control (or can procure the control of) the voting rights, 
      representing approximately 0.22 per cent. of the issued share capital of 
      Acacia on 25 March 2022, being the last business day before this 
      announcement. 
 
   -- In addition to the irrevocable undertakings referred to above, Eagle has 
      also received irrevocable undertakings from the three largest 
      shareholders of Acacia to vote in favour of the Scheme at the Court 
      Meeting and the Resolutions to be proposed at the General Meeting in 
      respect of the 49,012,875 Acacia Shares which they hold and which they 
      control (or can procure the control of) the voting rights, representing 
      approximately 48.56 per cent. of the issued share capital of Acacia on 25 
      March 2022, being the last business day before this announcement. 
 
   -- Therefore, Eagle has received irrevocable undertakings representing, in 
      aggregate, 49,230,418 Acacia Shares representing approximately 48.78 per 
      cent. of the issued share capital of Acacia. 
 
   -- Further details of these irrevocable undertakings, including the 
      circumstances in which they cease to be binding, are set out in Appendix 
      3 to this announcement. 

Information on Eagle

   -- Eagle is a fully integrated pharmaceutical company with research and 
      development, clinical, manufacturing and commercial expertise. Eagle is 
      committed to developing innovative medicines that result in meaningful 
      improvements in patients' lives. Eagle's commercialised products include 
      vasopressin injection, PEMFEXY(TM), RYANODEX(R), BEKA(R), BELRAPZO(R), 
      TREAKISYM (Japan), and its oncology and CNS/metabolic critical care 
      pipeline includes product candidates with the potential to address 
      underserved therapeutic areas across multiple disease states. Additional 
      information is available on Eagle's website at www.eagleus.com. 
 
   -- Eagle is listed with shares of its common stock publicly traded on Nasdaq 
      under the trading symbol "EGRX" and has a market capitalisation of 
      approximately US$615 million as at 25 March 2022, being the last business 
      day before this announcement. 

Comments on the Proposed Transaction

   -- Commenting on the Proposed Transaction, Scott Byrd, Chairman of Acacia, 
      said: 

"I am proud of the progress that Acacia has achieved in bringing Barhemsys(R) through clinical trials to the market and in the progress it has subsequently made in launching both this product and Byfavo(R) in the US. Both products are designed to address clear and important hospital needs and to date have received positive feedback from customers and strong formulary acceptance, positioning them well for future success. However, the global COVID-19 pandemic has resulted in significant and sustained challenges that have significantly disrupted hospital operations, limited access, and dramatically increased the time and investment required for product launches.

The Acacia Board believes this Proposed Transaction represents an opportunity for Acacia shareholders to realise value for their investment in cash and, through Eagle, retain an interest in the future value that may be generated from Barhemsys(R) and Byfavo(R) being part of a larger portfolio of hospital products, in the hands of a well-capitalised company. We are therefore unanimously recommending this Proposed Transaction to our shareholders."

   -- Commenting on the Proposed Transaction, Scott Tarriff, President and 
      Chief Executive Officer of Eagle, said: 

"We are delighted to announce that we have agreed to terms for the proposed acquisition of Acacia. This will be a very important acquisition for us, both financially and strategically. In recent years, the pharmaceutical industry has witnessed slower uptake of new products and longer ramp periods. In the face of further challenges brought about by the COVID-19 pandemic, many smaller underfunded companies experienced significant hurdles launching products. We therefore believe that Eagle is well suited to drive uptake of these two new products, building from Acacia's established foundation since its launch, through our experienced and specialised hospital-based sales organisation with minimal additional infrastructure."

Timetable

   -- The Proposed Transaction will be implemented by means of a 
      Court-sanctioned scheme of arrangement between Acacia and the Scheme 
      Shareholders under Part 26 of the Companies Act. 
 
   -- The Scheme Document, containing further information about the Proposed 
      Transaction and notices of the Court Meeting and General Meeting, 
      together with the Forms of Proxy, will be sent to Acacia Shareholders and 
      (for information only) participants in the Acacia Share Schemes as soon 
      as reasonably practicable. An expected timetable of principal events will 
      be included in the Scheme Document. 
 
   -- The Scheme is expected to become effective between the middle of May 2022 
      and 30 June 2022, subject to the satisfaction (or, where applicable, 
      waiver) of the terms set out in Appendix 1 to this announcement. 

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including its Appendices). The Proposed Transaction will be subject to the terms set out in Appendix 1 and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 contains the sources and bases of certain information contained in this summary and the following announcement. Appendix 3 contains details of the irrevocable undertakings received by Eagle. Appendix 4 contains the definitions of certain terms used in this summary and the following announcement.

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 7638 9571 

Frazer Hall, Mark Swallow, David Dible

Cooley (UK) LLP is acting as legal adviser to Eagle in connection with the Proposed Transaction. 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 Proposed Transaction. Eubelius CVBA is acting as legal adviser to Acacia in connection with Belgian law and Acacia's listing on Euronext Brussels.

Further information

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 Proposed Transaction 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 Proposed Transaction will be implemented solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Proposed Transaction, including details of how to vote in respect of the Proposed Transaction. Any vote in respect of the Scheme or other response in relation to the Proposed Transaction should be made only on the basis of the information contained in the Scheme Document.

This announcement does not constitute a prospectus or a prospectus-equivalent document.

Please be aware that addresses, electronic addresses and certain other information provided by Acacia Shareholders, persons with information rights and other relevant persons for the receipt of communications from Acacia may be provided to Eagle in relation to the Scheme.

William Blair is acting as financial adviser exclusively for Eagle and no one else in connection with the Proposed Transaction; will not regard any other person as a client in relation to the Proposed Transaction 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 Proposed Transaction 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 Proposed Transaction or otherwise.

Greenhill and Jefferies are acting as joint financial advisers exclusively for Acacia and no-one else in connection with the Proposed Transaction; will not regard any other person as a client in relation to the Proposed Transaction 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 Proposed Transaction or any other matters referred to in this announcement.

Overseas jurisdictions

The release, publication or distribution of this announcement, 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 Proposed Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.

Copies of this announcement and formal documentation relating to the Scheme and the Proposed Transaction will not be, 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 Proposed Transaction.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Additional information for United States investors

The Proposed Transaction relates to the securities of an English company and is proposed to be effected by means of a scheme of arrangement provided for under English law and which will be subject to 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 documentation, if any, has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The New Eagle Shares are being offered pursuant to the Scheme and will be issued in reliance on the exemption from the registration requirements of the United Stated Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof.

Each Acacia Shareholder is urged to consult his or her tax adviser regarding the tax consequences of the Proposed Transaction applicable to him or her.

It may be difficult for United States holders to enforce their rights and any claims they may have arising under the United States federal securities laws.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Proposed Transaction, and other information published by Eagle and/or Acacia 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 Eagle and Acacia 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 may include statements relating to the expected effects of the Proposed Transaction on Eagle and Acacia, the expected timing and scope of the Proposed Transaction 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(R) and Byfavo(R) with Eagle's specialised hospital-based salesforce; statements regarding the addressable market size and commercial potential for Barhemsys(R) and Byfavo(R) and other products or product candidates; the expected structure, anticipated synergies, terms, timing and closing of the Proposed Transaction; Eagle's marketing, product development, partnering and growth strategy, including relating to the commercialisation of Barhemsys(R) and Byfavo(R), and the ability of Acacia's technology and know-how to help Eagle achieve its strategy; the expectation that the addition of Barhemsys(R) and Byfavo(R) will be accretive to Eagle, and the timing thereof; the expected sources of financing for the Proposed Transaction; 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(R) and Byfavo(R) to address unmet clinical needs; the ability of Barhemsys(R) to offer significant economic savings to hospitals and ambulatory centres; the ability of Byfavo(R) to offer potential health economic benefits and enable shorter procedure times and greater patient throughput; the ability of the Proposed Transaction 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 Eagle and Acacia believe that the expectations reflected in such forward-looking statements are reasonable, Eagle and Acacia can give no 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 conflict in Ukraine); 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 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; 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; the outcome of Acacia's shareholder vote, the Court and other closing conditions; and 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.

Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Eagle nor Acacia, nor any of their respective associates or directors, officers 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. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Eagle or Acacia is under any obligation, and Eagle and Acacia expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement 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 share for Eagle or Acacia, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Eagle or Acacia, 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, Company Secretary on +441223919760, 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 Proposed Transaction should be sent in hard copy form, again by writing to the address set out above or by calling the telephone number above.

Attachment

   -- Acacia Pharma - Form of Announcement 
      https://ml-eu.globenewswire.com/Resource/Download/bd8d6901-8a2e-45a7-add6-6fb4c8d532e1 
 
 
 

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