TIDMACPH
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)
RECOMMED 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 EUR0.68 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 dif cult 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 of
cers 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 of cers or
directors in a non-US court for violations of the US securities
laws. Further, it may be dif cult to compel a non-US company and
its af liates 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(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 Scheme; 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 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(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 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.
Attachment
-- Scheme of Arrangement Becomes Effective
https://ml-eu.globenewswire.com/Resource/Download/f321399d-22a6-4711-9fb1-41e69ef76358
(END) Dow Jones Newswires
June 09, 2022 07:00 ET (11:00 GMT)
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