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|topinfo: Offer for AGI Therapeutics plc
RNS Number : 1836V
AGI Therapeutics plc
09 January 2012
For immediate release
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction
09 January 2012
PRE-CONDITIONAL RECOMMENDED CASH OFFER
ARAVIS THERAPEUTICS LIMITED
AGI THERAPEUTICS PLC
-- The boards of Aravis Therapeutics Limited ("Aravis") and AGI Therapeutics plc ("AGI") are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Aravis for the entire issued and to be issued share capital of AGI.
-- AGI is a specialty pharmaceutical company which is focused on the development and commercialisation of differentiated specialty drug products to treat un-met medical needs, including conditions which qualify for orphan drug status.
-- Under the terms of the Offer, AGI Shareholders will be entitled to receive US$0.1171 in cash for each AGI Share they own.
-- AGI Shareholders will be able to elect to receive their entire cash consideration pursuant to the Offer either in US Dollars or Euro. The Euro cash amount payable will be determined based on the prevailing US$/EUR exchange rate either on the day the Offer becomes or is declared wholly unconditional or if valid acceptances are received after that date then on the day their cash consideration is converted into Euro.
-- The Offer values the entire issued and to be issued share capital of AGI at approximately US$8.4 million (EUR6.6 million).
-- Based on the closing US$/EUR exchange rate of 1.2776 on 06 January 2012, being the latest practicable date prior to the date of this announcement, the Offer values each AGI Share at EUR0.0917. This represents:
-- a premium of approximately 67 per cent. to the Closing Price of EUR0.055 per AGI Share on 06 January 2012, being the last Business Day prior to the date of this announcement;
-- a premium of approximately 130 per cent. to the average daily Closing Price per AGI Share for the three months up to the last Business Day prior to the date of this announcement, being EUR0.040;
-- a premium of approximately 137 per cent. to the average daily Closing Price per AGI Share for the six months up to the last Business Day prior to the date of this announcement, being EUR0.039.
-- The making of the Offer is conditional upon satisfaction of the pre-condition set out in Appendix III to this announcement. The pre-condition requires Aravis to receive by 12 noon on the date of this announcement irrevocable undertakings in a form satisfactory to Aravis from AGI Directors, and the AGI Investors to accept (or procure the acceptance of) the Offer in respect of 31,359,118 AGI Shares and, to the extent exercised, 4,200,000 "in the money" AGI Share Options, in aggregate representing approximately 49.6 per cent. of the entire issued and to be issued share capital of AGI at the date of this announcement.
-- The Board of AGI, which has been so advised by Davy Corporate Finance, considers the terms of the Offer to be fair and reasonable. In providing its advice, Davy has taken into account the commercial assessments of the Board of AGI.
-- Accordingly, the Board of AGI unanimously recommends that AGI Shareholders accept the Offer.
Commenting on the Offer, Ronan Lambe, Non-Executive Chairman of AGI, said:
"AGI is pleased to announce the Offer, which has been unanimously recommended by our Board of Directors. We believe the Offer represents an attractive premium relative to our recent share price trading history and when the Offer is considered alongside other alternatives the Offer represents the best outcome for Shareholders".
This summary should be read in conjunction with the full text of the following announcement and appendices.
The Offer will be subject to the conditions and further terms set out in Appendix I of this announcement, which will also be set out in the Offer Document and the Form of Acceptance. Appendix II contains the bases of calculation and sources of certain information contained in this announcement. Appendix III sets out the pre-condition to the making of the Offer. Appendix IV sets out definitions of certain terms used in this announcement (including in this summary).
Davy Corporate Finance is acting as financial adviser to AGI. Beauchamps Solicitors are acting as legal adviser to AGI.
Goodbody Corporate Finance is acting as financial adviser to the Aravis Group. A&L Goodbody is acting as Irish legal adviser and Burke, Warren, MacKay & Serritella, P.C is acting as US legal adviser to the Aravis Group.
|fairdeal2008: Company raised money at much higher levels, hence why they only have 67 million shares in issue and have cash of 9p per share compared to the 3.375p share price.
imho please research this yourself|
|wskill: AGI will have its day in the sun soon FD2008 it does not take much buying to move the share price.|
|fairdeal2008: Just looking at the assets - mainly cash of 9p per share. Tax losses of $73million x 12.5% reduced Irish tax rate = 9p per share. IP for AGI350 and longstanding IP difficult to assess.
Tax losses fickle at best so say 4.5p, providing for underlying assets of around 13.5p, compared to the share price of 3.375p.
Then you have to consider the value of the portfolio, principally comprising of agi-350 targetting a critical unmet medical need relating to the lung.
This programme is coming to the end of pre-clinical trials and is entering a potential value generation phase for the company. This could see the company enter licensing talks and possibly a move into human clinical trials in the remainder of 2011. The company have not released specifics because they are applying for orphan drug status, providing enhanced patent protections and inidicating a potentially high value treatment. So my hunch is that agi-350 could be quite a high value opportunity.
With the share price languishing at just 35% of cash at bank, and just 23% of cash and tax losses estimated value, there is nothing in for the IP on AGI350.
There will come a point in my view when the serious undervaluation switches to an over valuation. From 3p to ??? is the question. But if core assets cash and tax loss estimate are worth 4x the current sp, how much will the share price be worth if a decent AGI350 comes along.
Possibly £20million all in including £6mn cash, £4mn tax loss shield and £10mn for the programme IP?
Just an estimate but a £20million cap would be 30p per share or 9x where we are today!!
Remember the company has plenty of cash so placing fears do not apply imho. And at such a low valuation downside share price risk is limited.
all imho please research this yourself.|
|marab: Someone could make an offer for the company at twice today's share price and still make a 50% profit, with all the scientific stuff for free. Enough cash for years yet so not a great deal of downside.|
|duplicate book: strickland jennings..........there is still quite a large discount to cash here, even if the cashburn has accelerated, (which I doubt). However. That has been the case for a long time, and that fact has had no effect on the share price whatsoever. AGI is a very illiquid stock. It is very difficult to sell in quantity, and buy in quantity (when the demand is there), so for me, its a buy and hold. Not a traders stock I wouldn't have thought.|
|christianf12: Interims were 8th September last year so we should at least get an update then. The pr from AGI is pretty shocking I have to say. I don't see the point in having a listing and paying all the associated fees if they are not going to bother updating the market reguarly. Does anyone know how AGI-350 is progressing?
Also, if the market isn't even going to value cash at cash, then whats the point in paying cash for the listing? I would have thought the main aim of a listing was to try and increase the share price and subsequent market value of the company?
What really astounds me is that the board of directors are the main shareholders owning 45% of the company. Wouldn't they want an increase in the share price? You wouldn't think so would you, it's been 3 and a half months since the last update.
Is anyone else starting to think we may never ever get a decent share price here? And by that I mean some value actually attributed to the 9pps of cash and the product AGI-350?|
|maurillac: yes. not the only co on aim where the bod seem content to just draw their salaries and appear to lack the gumption to push the business/share price forward. that said if that director still holds those shares he is sat on a bloody big loss - he shouldn`t be lacking motivation !
i really cant believe that the share price will continue to sit here for too long without attracting interest from somebody. patience is a virtue ...
|christianf12: Be quick if you want some, 9pps of cash versus sub 5p to buy, from Benjamin Graham thread, if they do a JV then 9p at least easy!!!!!!!!!!!!!!!!;
Liarspoker - 1 Jun'11 - 11:57 - 347 of 349
ChrisianF12 beat me to it.
AGI also releasing news re a JV at the end of this month which should prove to be a catalyst for the share price.
Invisage: My cope of TII is all doggy eared, underlined and highlighted as well as falling apart at the seams. Hope yours will look like that shortly. :O)|
|christianf12: Not the share price that's for sure. The BOD have a great oppurtunity to add significant shareholder value here but why are we valued at less than the 9pps of cash?
Doesn't add up.
Despite the company coming on more people's radars thanks to FD and a couple of others the share price hasn't moved.
I have bought 1% of the company in the past 1 month.
Just can't see how the market makers can hold it back now.|
AGI share price data is direct from the London Stock Exchange