NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT
19 February 2025
Malin Corporation
plc
("Malin" or the
"Company")
Proposed Return of Capital of up to €150
million by way of Tender Offer at €10.30 per Ordinary
Share
and
Notice of Extraordinary General
Meeting
· €150 million capital return
by way of a tender offer to complete in March
2025
· Tender price is set at €10.30
per Ordinary Share
· EGM to vote on resolutions
required to effect Tender Offer set for 13 March
2025
Commenting on the
announcement, Liam Daniel, Chair of Malin, said:
"Following
Malin's recent receipt of initial proceeds from the sale of Poseida
to Roche and the successful divestment of its entire stake in CG
Oncology in July 2024, we are delighted to once again deliver on
our long-standing commitment to return the excess capital of the
business to our shareholders with this proposed return of up to
€150 million by way of a tender offer. Our cash balance of
approximately €16 million following the completion of the tender
offer will be used to fund the Company's operations and allow for
the orderly realisation of Malin's remaining investments, including
possible investments into Malin's existing assets if considered
appropriate."
Introduction
On 5 February 2025, Malin
announced its intention to return capital of approximately €150
million to Shareholders by way of a tender offer (the "Tender
Offer") to be launched in February 2025 at a price of €10.30 per
share (the "Tender Price"). The Company is today pleased to
announce the formal details of the Tender Offer.
Under the Tender Offer, Qualifying Shareholders are
invited to tender some or all of their Ordinary Shares (with an
Individual Basic Entitlement to tender approximately 77.1% of the
Ordinary Shares held by them at the Tender Offer Record Date,
rounded down to the nearest whole number) at the Tender Price.
Qualifying Shareholders are not required to tender
any or all of their Ordinary Shares if they do not wish to do
so.
The Tender Price represents a premium of 17.1% to the
closing price of €8.80 per Ordinary Share on 4 February 2025 (being
the date immediately prior to the announcement made by the Company
on 5 February 2025 outlining its intention to proceed with a tender
offer) and represents a discount of 4.4% to the Estimated Intrinsic
Equity Value per Ordinary Share of €10.77 on 4 February 2025.
A shareholder circular (the "Circular"), containing
the formal terms and conditions of the Tender Offer and
instructions to Qualifying Shareholders on how to tender their
Ordinary Shares should they choose to do so, has today been
posted to registered Shareholders and is also available on the
Company's website (www.malinplc.com).
The Tender Offer opens today and will close at 1.00
p.m. on 20 March 2025.
In order to implement the Tender Offer, a number of
resolutions (the "Resolutions") must be passed. The Circular
contains a notice of Extraordinary General Meeting ("EGM") to be
held at the Conrad Hotel, Earlsfort Terracе, Dublin 2, D02 V562,
Ireland on 13 March 2025 at 10.30 a.m. to consider the Resolutions.
If the Resolutions are not passed by Shareholders at the EGM, the
Tender Offer will not proceed.
An expected timetable of principal events is set out
in Appendix I to this announcement. Capitalised terms used in this
announcement, which have not been defined have the meanings given
to them in the Circular, unless the context provides otherwise.
Background to and reasons for the Tender Offer
Part of Malin's strategy, which has been outlined in
its communications to investors since the Ordinary Shares were
initially admitted to trading in 2015, is to execute returns of any
excess capital of the business to Shareholders following the
realisation of value from its investee companies. Consistent with
this strategy, Malin has previously returned approximately €220
million of excess capital to Shareholders through tender offers
conducted in 2021 (approximately €80 million) and 2023
(approximately €140 million).
On 12 November 2024, Malin announced the details of a
proposal to return capital of up to approximately €45 million to
Shareholders by way of a tender offer at a price of €6.55 per
Ordinary Share (the "Previous Tender Offer"). The Previous Tender
Offer was subsequently terminated, in accordance with its terms, by
the Company on 26 November 2024 following the announcement by Roche
Holdings, Inc. of an offer to acquire one of Malin's investee
companies, Poseida, at an average price of approximately $9.00 per
Poseida share in cash plus a non-tradeable contingent value right
(CVR) of up to $4.00 per Poseida share in cash upon the achievement
of specific milestones.
Malin owned approximately 12% of the issued share
capital of Poseida and following the recent completion of the
transaction, Malin received total cash proceeds of approximately
$106.5 million, with the potential to receive up to a further $47.3
million through the CVRs. As a result, as at 17 February 2025,
Malin had a cash balance of approximately €165.8 million, and the
Company now intends to proceed with conducting the Tender Offer to
return surplus capital to Qualifying Shareholders.
The Board has concluded that a return of up to €150
million of capital by way of the Tender Offer is in the best
interests of the Company. The Board has determined that the quantum
of the Tender Offer is appropriate and in the best interests of the
Company and shareholders as a whole, providing a significant
near-term return of excess capital in the business to Qualifying
Shareholders. Malin's cash balance of approximately €15.8 million
following the completion of the Tender Offer will be used to fund
the Company's operations and allow for the orderly realisation of
the Company's remaining investments, including possible investments
into Malin's existing assets if considered appropriate by the
Board. The Board remains committed to seeking to maximise value for
Shareholders.
The Board has also concluded that the Tender Price is
appropriate, taking into account the Company's Estimated Intrinsic
Equity Value per Ordinary Share and the market price of the
Ordinary Shares. The Board has obtained independent advice from
Davy in reaching this conclusion.
Benefits of the Tender Offer to Shareholders
The benefits of the Tender Offer are that it:
· is
available to all Qualifying Shareholders regardless of the size of
their shareholdings (subject to rounding in the case of fractional
entitlements);
· recognises the Estimated Intrinsic Equity Value per Ordinary
Share and the consistent discount that the Ordinary Shares have
traded at compared to this value;
· means
tendering Qualifying Shareholders will receive a premium of 17.1%
to the closing price of €8.80 per Ordinary Share on 4 February
2025. The Tender Price represents a discount of 4.4% to the
Estimated Intrinsic Equity Value per Ordinary Share of €10.77 on 4
February 2025;
· provides Qualifying Shareholders who wish to sell Ordinary
Shares the opportunity to do so on an equivalent basis to all
Qualifying Shareholders; and
· enables those Qualifying Shareholders who do not wish to
realise their investment in Ordinary Shares at this time to
maintain their current investment in Malin and potentially increase
their relative stake in Malin.
How to participate in the Tender Offer
Each Qualifying Shareholder is entitled to tender a
number of Ordinary Shares equal to (or less than, if they so
choose) their Individual Basic Entitlement. Qualifying Shareholders
will also be entitled to apply to tender Ordinary Shares in excess
of their Individual Basic Entitlement and, to the extent that other
Shareholders do not tender their Individual Basic Entitlement, all
such Ordinary Shares will be scaled back pro rata to the total
number of such Ordinary Shares tendered in excess of the aggregate
Individual Basic Entitlement, such that the total number of
Ordinary Shares purchased pursuant to the Tender Offer does not
exceed 14,563,106 and the maximum total cost of the Ordinary Shares
purchased pursuant to the Tender Offer does not exceed €150
million, in accordance with the terms and conditions of the Tender
Offer set out in the Circular.
Relevant Shareholders and Relevant Directors participation in
the Tender Offer and EGM voting support
The Company and Davy have received irrevocable
undertakings from each of Pentwater Capital Management LP, Sean
O'Driscoll, Reedy Creek Investments, The Pension Protection Fund
and the Ireland Strategic Investment Fund (together, the "Relevant
Shareholders") and from each of Liam Daniel, Fiona Dunlevy, Rudy
Mareel and Jean-Michel Cosséry (together, the "Relevant Directors")
to support the Tender Offer (the "Irrevocable Undertakings").
Pursuant to the Irrevocable Undertakings, the Relevant Shareholders
and the Relevant Directors have committed to validly tender, or to
procure the valid tender of such number of Ordinary Shares as is
equal to each of their respective Individual Basic Entitlements in
accordance with the procedures specified in the Circular. The
Relevant Shareholders and the Relevant Directors have committed to
participate in the Tender Offer in respect of each of their
Individual Basic Entitlements so that a potential obligation to
make a mandatory offer in cash for the entire issued share capital
of the Company pursuant to Rule 37 of the Irish Takeover Rules is
not triggered as a result of the Tender Offer and to ensure that
the Board can comply with its obligations under Rule 37 (c) of the
Irish Takeover Rules in connection with the Tender Offer.
The Relevant Shareholders and the Relevant Directors
have also undertaken to vote in favour of the Resolutions and not
to sell, or otherwise dispose of, the Ordinary Shares which are the
subject of their respective undertakings or to acquire any
additional Ordinary Shares or interest in the Company for the
duration of the Tender Offer.
Full terms and conditions of the Tender Offer
The Tender Offer is to be effected by Davy, which is
acting as principal and on the terms and subject to the conditions
referred to in the Circular. Davy and the Company have entered into
an Option Agreement pursuant to which Davy has the right to require
the Company to acquire the Ordinary Shares purchased by it under
the Tender Offer at the Tender Price and the Company has the right
to acquire such Ordinary Shares from Davy at the Tender Price. The
Ordinary Shares successfully tendered under the Tender Offer will
be subsequently acquired by Malin from Davy pursuant to the Option
Agreement and cancelled.
Full details of the Tender Offer, including the terms
and conditions on which it is made, as well as the procedure for
tendering and settlement, are included in the Circular which has
today been posted to Shareholders and is also available on the
Company's website (www.malinplc.com).
Extraordinary General Meeting
Implementation of the Tender Offer requires approval
of the Resolutions by Shareholders. The Resolutions will be
proposed at an Extraordinary General Meeting of the Company to be
held at the Conrad Dublin Hotel, Earlsfort Terracе, Dublin 2, D02
V562, Ireland at 10.30 a.m. on 13 March 2025. If the Resolutions
are not passed by the Shareholders at the EGM, the Tender Offer
will not proceed.
For
further information please contact:
Malin
Fiona Dunlevy, CEO/Company
Secretary
Tel: +353 (0)1 901 5700
cosec@malinplc.com
Davy Corporate Finance (Financial Adviser, Euronext Growth
Listing Sponsor & Broker)
Brian Garrahy / Daragh
O'Reilly
Tel: +353 1 679 6363
Sodali & Co (Media enquiries)
Eavan Gannon
Tel: +353 87 236 5973
eavan.gannon@sodali.com
Appendix I
Expected Timeline of
Principal Events
The dates and times set out below are indicative only
and are based on the Company's current expectations and may be
subject to change. References to time in this document are to
Dublin, Ireland time unless otherwise stated. If any of the above
times and/or dates change, the revised time(s) and/or date(s) will
be notified to Shareholders by announcement through a Regulatory
Information Service.
|
Event
|
Time/Date
|
|
Launch of Tender Offer / Tender
Offer opens for acceptance
|
19
February 2025
|
|
Latest time and date for receipt of
Forms of Proxy for EGM
|
10:30 a.m. on 11 March 2025
|
|
Time and Date of EGM
|
10:30 a.m. on 13 March 2025
|
|
Latest time and date for receipt of
Electronic Instructions from Qualifying Euroclear
Participants
|
12:00 p.m. on 20 March 2025
|
|
Latest time and date for receipt of
Electronic Instructions from Qualifying CDI Holders
|
Please
refer to corporate actions bulletin for cut-off deadline
|
|
Latest time and date for receipt of
Tender Forms (Qualifying Registered Shareholders only)
|
1:00 p.m. on 20 March 2025
|
|
Closing Date for the Tender
Offer
|
1:00 p.m. on 20 March 2025
|
|
Tender Offer Record Date
|
6:30 p.m.
on 20 March 2025
|
|
Announcement of results of the
Tender Offer
|
7:00 a.m.
on 21 March 2025
|
|
Purchase of Ordinary Shares under
the Tender Offer
|
21 March
2025
|
|
Cheques dispatched and Euroclear
Bank accounts credited in respect of Tender Offer
proceeds
|
No later
than ten Business Days following the Closing Date
|
Note: Different deadlines and
procedures for tenders may apply in certain cases. This is
particularly relevant if you hold your interest in Ordinary Shares
in book-entry form (i.e. via the Euroclear Bank system, or in CDIs
via the CREST system). All such persons who are eligible for and
wish to participate in the Tender Offer and/or who wish to exercise
voting rights in connection with the Resolution proposed for
consideration at the EGM are recommended to consult with their
stockbroker, bank manager, solicitor, accountant or other
independent professional adviser at the earliest opportunity given
the possibility that earlier deadlines for actions than those set
out above will be applied by relevant service providers.
Important Notices
This announcement does not
constitute, or form part of, an offer or any solicitation of an
offer, to purchase or repurchase securities in any jurisdiction or
constitute a recommendation or advice in respect of any securities
or other financial instruments or any other matter. Malin
shareholders are advised to read carefully the Circular. Any
response to the Tender Offer should be made only on the basis of
the information in the Circular.
Davy, which is regulated in Ireland
by the Central Bank, is acting exclusively for Malin and no-one
else in connection with the matters described in this announcement.
Davy will not regard any other person (whether or not a recipient
of this announcement) as its customer or be responsible to any
other person for providing the protections to customers of Davy nor
for providing advice in relation to the transactions and
arrangements described in this announcement. Davy is not making any
representation or warranty, express or implied, as to the contents
of this announcement. Davy has not approved the contents of, or any
part of, this announcement and no liability whatsoever is accepted
by Davy for the accuracy of any information or opinions contained
in this announcement or for the omission of any information from
this announcement.
Forward-looking
Statements
This announcement contains certain
forward-looking statements with respect to the financial condition,
results of operations and business of the Group and certain plans
and objectives of the Board, that are subject to risk factors
associated with, amongst other things, the economic and business
circumstances occurring from time to time in the countries, sectors
and business segments in which the Group operates. These factors
include, but are not limited to, those discussed in Part 4 (Risk
Factors Related to the Tender Offer) of the Circular. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments
made by the Board in light of its experience and perception of
historical trends, current conditions, expected future developments
and other factors it believes appropriate. By their nature,
forward-looking statements involve risk and uncertainty, and the
factors described in the context of such forward-looking statements
in this document could cause actual results or developments to
differ materially from those expressed in or implied by such
forward-looking statements.
Should one or more of these risks or
uncertainties materialise, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
in this document. Malin assumes no obligation to update or correct
the information contained in this document, whether as a result of
new information, future events or otherwise, except to the extent
required by law or the Euronext Growth Rules.
The statements contained in this
announcement are made as at the date of this announcement, unless
some other time is specified in relation to them, and publication
of this document shall not give rise to any implication that there
has been no change in the facts set out in this document since such
date. Nothing contained in this announcement shall be deemed to be
a forecast, projection or estimate of the future financial
performance of Malin except where expressly stated.
Notice for UK
Shareholders
This announcement and any other
documents or materials relating to the Tender Offer (including the
Circular and the Tender Form) are not being made, and this
announcement or such documents and/or materials relating to the
Tender Offer (including the Circular and the Tender Form) have not
been approved, by an authorised person for the purposes of section
21 of the Financial Services and Markets Act 2000. Accordingly,
this announcement and such other documents and/or materials
relating to the Tender Offer (including the Circular and the Tender
Form) are not being distributed to, and must not be passed on to,
the general public in the United Kingdom. The communication of this
announcement, or such other documents and/or materials relating to
the Tender Offer (including the Circular and the Tender Form) as a
financial promotion is only being made to, and may only be acted
upon by, those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion
Order")) or persons who are within Article 43(2) of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order ("Relevant
Persons"). Any person who is not a Relevant Person should not act
on or rely on this announcement or any other documents or materials
relating to the Tender Offer (including the Circular and the Tender
Form). This announcement and the documents and materials relating
to the Tender Offer (including the Circular and the Tender Form)
and their contents should not be distributed, published or
reproduced (in whole or in part) or disclosed by recipients to any
other person in the United Kingdom.
Notice for US
Shareholders
The Tender Offer relates to
securities in a non-US company and is subject to the disclosure
requirements, rules and practices applicable to companies listed on
the Euronext Growth market, operated by Euronext Dublin, on which
the Ordinary Shares are listed, which differ from those of the
United States in certain material respects. The Circular has been
prepared in accordance with the Irish law, and US Holders should
read the entire Circular, including Part 6 (Tax Aspects of the
Tender Offer), which contains important information about the
Company and the Ordinary Shares.
The Tender Offer is not subject to
the disclosure and other procedural requirements of Regulation 14D
under the US Exchange Act. The Tender Offer will be made in the
United States in accordance with the requirements of Regulation 14E
under the US Exchange Act to the extent applicable, and otherwise
in compliance with the disclosure and procedural requirements of
Irish law. The Tender Offer is made to the US Holders on the same
terms and conditions as those made to all other Shareholders to
whom the Tender Offer is being made. Any information documents,
including the Circular, are being disseminated to US Holders on a
basis comparable to the method pursuant to which such documents are
provided to the other Shareholders.
All activities of Davy with respect
to the Tender Offer in the United States, if any, will be conducted
by its affiliate, Davy Securities. US Holders should note that the
Ordinary Shares are not listed on a US securities exchange and the
Company is not subject to the periodic reporting requirements of
the US Exchange Act and is not required to, and does not, file any
reports with the US Securities and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce their rights and
any claims arising in connection with the Tender Offer under US
federal or state securities laws since the Company is located
outside the United States and most of its officers and directors
may be residents of countries other than the United States. US
Holders may not be able to sue Malin or its officers or directors
in a non-US court for violations of US securities laws. Further, it
may be difficult to compel a non-US company or its affiliates to
subject themselves to the jurisdiction or judgement of a US
court.
The receipt of cash pursuant to the
Tender Offer by a Shareholder who is a US person will be a taxable
transaction for US federal income tax purposes. Paragraph 3 of Part
6 (Tax Aspects of the Tender Offer) of the Circular sets out a
guide to certain US tax consequences of the Tender Offer for
Shareholders under current US law. However, each such Shareholder
should consult and seek individual advice from an appropriate
professional adviser.
To the extent permitted by
applicable law and in accordance with normal practice pursuant to
Irish law and the Euronext Growth Rules, the Company, Davy or any
of their respective affiliates, may from time to time and during
the pendency of the Tender Offer, and other than pursuant to the
Tender Offer, make certain purchases of, or arrangements to
purchase, Ordinary Shares outside the United States in reliance on
applicable exemptions from the requirements of Regulation 14E,
including sales and purchases of Ordinary Shares effected by Davy
acting as market maker in the Ordinary Shares. These purchases, or
other arrangements, may occur either in the open market at
prevailing prices or in private transactions at negotiated prices
and information about such purchases will be disclosed by means of
a press release or other means reasonably calculated to inform the
US Holder of such information, and if required, via any other means
required by the Euronext Growth Rules or any applicable Irish
law.
While the Tender Offer is being made
available to Shareholders in the United States, the right to tender
Ordinary Shares is not being made available in any jurisdiction in
the United States in which the making of the Tender Offer or the
right to tender such Ordinary Shares would not be in compliance
with the laws of such jurisdiction.
Neither the US Securities and
Exchange Commission nor any US state securities commission has
approved or disapproved the Tender Offer, passed any comments upon
the merits or fairness of the Tender Offer, passed any comment upon
the adequacy or completeness of the Circular or passed any comment
on whether the content in the Circular is correct or complete. Any
representation to the contrary is a criminal offence in the United
States.
