TIDMVERS
RNS Number : 3887U
Verseon Corporation
22 November 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR").
November 22, 2019
Verseon Corporation
("Verseon" or the "Company")
Update on Tender Offer
FREMONT, Calif.-Further to the announcement of November 20,
2019, Verseon Corporation (AIM:VERS), a clinical-stage
pharmaceutical company, today announces details of its previously
disclosed Tender Offer. Pursuant to the Tender Offer, the Company
will purchase up to a maximum of 21,433,439 Common Shares,
representing approximately 13.4% of its currently issued share
capital at a price of 1.56 pence per Common Share, equivalent to an
aggregate value of approximately $0.45M. The Tender Offer will be
open to qualifying shareholders between November 22, 2019 and
December 9, 2019.
Details of the Tender Offer are set out in a circular that will
be sent to Shareholders on Tuesday, November 26, 2019, and will be
available to download from the Company's website at
www.verseon.com.
Tender Offer timetable
Announcement of proposed Cancellation, November 20, 2019
intention to launch a Tender Offer, and
Notice of Special Meeting
Announcement and opening of Tender Offer November 22, 2019
-----------------------
Mailing of Tender Offer circular and Tender November 26, 2019
Forms
-----------------------
Special Meeting to approve the Cancellation 3:00 p.m. PST (10 p.m.
GMT) on December 6,
2019
-----------------------
Last time and date for receipt of Tender 1:00 p.m. GMT on
Forms and TTE instructions in relation December 9, 2019
to the Tender Offer
-----------------------
Tender Offer Record Date UK close of business
on December 9, 2019
-----------------------
Announcement of results of the Tender Offer December 10, 2019
-----------------------
Expected time and date of Cancellation 7:00 a.m. GMT on
taking effect December 19, 2019
-----------------------
Checks dispatched and CREST accounts credited by December 27, 2019
in respect of proceeds due under the Tender
Offer
-----------------------
CREST accounts credited with, and share by December 27, 2019
certificates dispatched
in respect of, revised holdings of Common
Shares following
the Tender Offer
-----------------------
For further information, please contact
Verseon Corporation www.verseon.com
Sebastian Wykeham / Tina Schlafly +1 (510) 225 9000
Arden Partners (NOMAD and Broker)
Ruari McGirr / Ciaran Walsh / Dan Gee-Summons +44 (0) 20 7614
(Corporate Finance) 5900
For trade and pharma media enquiries, please contact
Vane Percy & Roberts
+44 (0) 1737 821
Simon Vane Percy 890
The following summary is extracted without material adjustment
from the circular being sent to shareholders. It should be read by
shareholders in conjunction with the circular.
Introduction
On November 20, 2019, the Company announced its intention to
cancel admission of its Common Shares to trading on AIM (the
"Cancellation"), subject to shareholder approval at a Special
Shareholder Meeting (the "Special Meeting") convened for December
6, 2019 at 3:00 p.m. local time at Critosphere Cowork Space 7100
Stevenson Blvd. Fremont, CA 94538 USA. In connection with the
proposed Cancellation, the Company extends a tender offer to
repurchase a maximum of 21,433,439 Common Shares at 1.56 pence per
share to all Shareholders.
The Company has received confirmation that certain Directors and
other Shareholders of the Company, holding in aggregate
approximately 86.6% (which includes the Common Shares purchased by
the Company's wholly owned subsidiary VSH1 on November 20, 2019) of
the issued share capital of the Company, will not take up the
Tender Offer. As a result, the Company offers to purchase the
remaining approximately 13.4% of the issued share capital from
Qualifying Shareholders pursuant to this Tender Offer.
The purpose of this Circular is to explain the background to the
Tender Offer and the reasons why the Directors believe the
Cancellation and Tender Offer to be in the best interest of the
Company and its Shareholders.
Background and reasons for the Cancellation and Tender Offer
Cancellation
Verseon is a clinical-stage technology-driven pharmaceutical
company developing products and technology to advance global
health. The Company is using its proprietary, computational drug
discovery platform paired with a comprehensive in-house chemistry
and biology workflow to build a growing drug development pipeline.
The Company currently has active drug programs in anticoagulation,
diabetic macular edema, hereditary angioedema, metabolic disorders,
and oncology.
As detailed in the Company's announcement on November 20, 2019,
the Company intends to delist from AIM (the "Cancellation").
Pursuant to AIM Rule 41, the Cancellation is conditional upon the
consent of not less than 75% of votes cast by shareholders in the
Special Meeting. Subject to such shareholder approval, the Company
expects the last day of dealings in the Company's Common Shares to
be December 18, 2019 and the Cancellation to take effect at 7:00
a.m. UK time on December 19, 2019.
The process for the Cancellation has been set out in the
previously published Proxy Information Statement and Notice to
Shareholders.
Shareholders should note that, prior to Cancellation, they will
be able to trade in the Common Shares on AIM as usual. Following
Cancellation, no formal market for trading of Verseon's Common
Shares will exist and Shareholders will receive new certificates
for their Common Shares. Subsequent transfers of shares will
require approval of the Company's Board of Directors.
Tender Offer
The Board recognizes that some Qualifying Shareholders may not
be able or willing to continue to hold Common Shares following the
Cancellation. The Tender Offer gives such Qualifying Shareholders
the opportunity to dispose of their interest in the Company. Those
Qualifying Shareholders who wish to continue holding Common Shares
following the Cancellation may do so, but there would no longer be
a formal market mechanism enabling Shareholders to trade their
Common Shares.
Qualifying Shareholders should seek independent advice in
relation to their personal circumstances when considering accepting
the Tender Offer.
Details of the Tender Offer
Qualifying Shareholders will have the opportunity to tender,
pursuant to the Tender Offer, some or all of their Common Shares,
but they do not have to tender any Common Shares if they do not
wish to do so.
As of the date of this Circular, the issued share capital of the
Company consists of 159,737,905 Common Shares and the Company holds
42,917 shares in treasury.
The Company has received confirmation that certain Directors and
other Shareholders of the Company, holding in aggregate
approximately 86.6% of the issued share capital of the Company,
will not take up the tender offer. Hence, under the Tender Offer, a
maximum of 13.4% of the current issued share capital will be
purchased by the Company. The maximum aggregate cost of the Tender
Offer for the Company (excluding costs and expenses) would be
approximately $0.45M. The Board are satisfied the Company has
secured sufficient funds to make the Tender Offer.
Under the Tender Offer:
-- The Company will purchase Common Shares that are validly
tendered up to a maximum of 21,433,439 Common Shares, representing
approximately 13.4% of the current issued share capital (equivalent
to an aggregate value of approximately $0.45M);
-- All Qualifying Shareholders are being given the opportunity to participate;
-- Qualifying Shareholders can tender none, all, or some of their Common Shares;
-- All Common Shares purchased by the Company will be purchased
at a price of 1.56 pence per Common Share, free of commissions and
dealing charges; and
-- The Tender Offer will close at 1:00 p.m. GMT on December 9, 2019.
If the Tender Offer is terminated, the Company will make an
announcement through a Regulatory News Service that such is the
case.
Full details of the Tender Offer, including the terms and
conditions on which it is made, are set out in Part 2 of the
Circular and, in the case of certificated Common Shares only, the
accompanying Tender Form.
Shareholders should note that the Tender Offer is not being
made, directly or indirectly, in or into, or by the use of the
mails, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex and telephone) or
interstate or foreign commerce, or of any facility of a national
securities exchange, of Canada, Australia, New Zealand, South
Africa or Japan and, subject to certain exceptions, the Tender
Offer cannot be accepted by any such use, means, instrumentality or
facility or from within Canada, Australia, New Zealand, South
Africa or Japan.
Taxation
A general guide to the tax position of Qualifying Shareholders
under current UK law and HMRC practice in respect of the Tender
Offer is set out in Part 3 of the Circular. Qualifying Shareholders
should note that the information on taxation set out in Part 3 of
the Circular is a general guide only and all UK and non-UK
Qualifying Shareholders are strongly advised to consult their
independent professional advisers about their own personal tax
position.
Action to be taken
The procedure for tendering Common Shares depends on whether the
Common Shares are held in certificated or uncertificated form.
Qualifying Shareholders who do not wish to sell any Common
Shares under the Tender Offer should take no action in relation to
the Tender Form and should not make a TTE instruction.
Common Shares held in certificated form
Qualifying Shareholders who hold Common Shares in certificated
form and who wish to tender all or any of their Common Shares
should complete the Tender Form in accordance with the instructions
printed on it (including a witnessed signature) and set out in Part
2 of the Circular and return it by post to the Receiving Agent,
Computershare, Corporate Actions Projects, Bristol, BS99 6AH or
(during normal business hours only) by hand to the Receiving Agent,
Computershare Investor Services PLC The Pavilions, Bridgwater Road,
Bristol BS13 8AE. A prepaid envelope (for use in the UK only) is
enclosed for this purpose.
Qualifying Shareholders who hold their Common Shares in
certificated form should also return their share certificate(s)
and/or other documents of title in respect of the shares
tendered.
Completed Tender Forms must be received no later than 1:00 p.m.
GMT on December 9, 2019.
Common Shares held in uncertificated form (CREST)
Qualifying Shareholders who hold their Common Shares in
uncertificated form and who wish to tender all or any of their
Common Shares should tender electronically through CREST so that
the TTE instruction settles no later than 1:00 p.m. GMT on December
9, 2019.
Further details of the procedures for tendering and settlement
are set out in Part 2 of the Circular.
Further information
Under the Disclosure Rules and Transparency Rules, substantial
Shareholders are required to notify the Company of their interests
in Common Shares. Following the Tender Offer, the interests of
Shareholders, when taken as a percentage of the current issued
share capital, may change, which may in turn give rise to an
obligation to make a new or revised notification.
Recommendation
The Board considers the Tender Offer and Cancellation to be in
the best interests of the Company and the Shareholders as a
whole.
The Directors make no recommendation to Shareholders in relation
to participation in the Tender Offer itself. Whether or not
Qualifying Shareholders decide to tender all or any of their Common
Shares will depend, amongst other things, on their view of the
Company's prospects and their own individual circumstances,
including their tax position. In making their decisions, Qualifying
Shareholders are recommended to consult their duly authorized
independent advisers.
DEFINITIONS
The following definitions apply throughout the Circular unless
the context requires otherwise:
Act the Companies Act 2006, as amended
AIM the market of that name operated by the London Stock
Exchange
AIM Rules the AIM Rules for Companies published by the London
Stock Exchange, as amended from time to time
Arden Arden Partners plc, the Company's nominated adviser and
broker
Board or Directors the directors of the Company, whose names are
set out on page 5 of the Circular
Cancellation the cancellation of the AIM admission of the
Company's Common Shares, expected to take place on December 19,
2019
Circular or the Document the circular dated November 22, 2019
Closing Date the closing date of the Tender Offer, 1:00 p.m. GMT
on December 9, 2019
Common Shares the AIM-listed common shares in the share capital
of the Company
Company Verseon Corporation, incorporated and registered in the
State of Delaware, USA, with registration number 3549267
Computershare the Company's registrar, Computershare Investor
Services (Jersey) Limited, whose address is set out on page 5 of
the Circular
FCA the Financial Conduct Authority
Form of Instruction the form of instruction for use at the
Special Meeting by holders of depository interests in the Company's
shares
Form of Proxy the form of proxy for use by Shareholders at the
Special Meeting
FSMA the Financial Services and Markets Act 2000, as amended
LSE London Stock Exchange plc
Notice of Meeting the notice of the Special Meeting issued by
the Company on November 20, 2019
Overseas Shareholder Shareholders who are resident in, or
citizens of, a jurisdiction or territory outside of the United
Kingdom
Qualifying Shareholder Shareholders who are entitled to
participate in the Tender Offer, being on the register at the
Record Date, except Shareholders in Australia, Canada, Japan, New
Zealand, and South Africa, and those Shareholders holding in
aggregate approximately 86.6% of the issued share capital of the
Company, who have provided indication to the Company that they are
not going to participate in the Tender Offer.
Receiving Agent Computershare Investor Services PLC
Record Date the record date of the Tender Offer, determining
eligibility of Shareholders to participate in the Tender Offer,
December 9, 2019
Shareholders the holders of the Company's Common Shares
Special Meeting the special meeting of shareholders of the
Company convened for 3:00 p.m. Pacific Time on December 6, 2019
(11:00 p.m. GMT) to approve the proposed Cancellation, or any
adjournment of it
Tender Form the tender form issued with the Circular for use in
respect of Common Shares held in certificated form
Tender Offer the invitation by the Company to Shareholders to
tender Common Shares for sale to the Company on the terms and
subject to the conditions set out in the Circular and, in the case
of certificated Common Shares, in the Tender Form
Tender Price the price of 1.56 pence per Common Share at which
the Company offers to purchase Common Shares under the Tender
Offer
- Ends -
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
STRUUAARKKAAUAA
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November 22, 2019 06:23 ET (11:23 GMT)
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