Malin Corporation PLC Poseida to be Acquired and Update on Tender Offer

RNS Number : 6613N

Malin Corporation PLC

26 November 2024

 

This announcement contains Inside Information.

 

Poseida to be acquired by Roche

and

Update on Tender Offer

 

·      Malin investee company Poseida to be acquired by Roche

·      Poseida stockholders to receive $9.00 per share in cash at closing plus a non-tradeable contingent value right (CVR) of up to $4.00 per share

·      Malin expects to receive approximately $106.5 million from the upfront payment and transaction expected to close in Q1, 2025

·      Due to the significant positive impact on Malin's estimated Intrinsic Equity Value per Ordinary Share as a result of this transaction, Malin will not proceed with its previously announced Tender Offer at this time and will issue further announcements on its updated capital return strategy in due course

 

 

Dublin-Ireland, 26 November 2024: Malin Corporation plc (Euronext Growth Dublin:MLC) (Malin),  a company investing in highly innovative life sciences companies, today announces that its investee company, Poseida Therapeutics, Inc. (NASDAQ: PSTX), has entered into a merger agreement to be acquired by Roche Holdings, Inc ("Roche") at a price of $9.00 per share of Poseida common stock in cash at closing, plus a non-tradeable contingent value right to receive certain contingent payments of up to an aggregate of $4.00 per share in cash upon achievement of specific milestones (the "Transaction").

 

Malin owns approximately 12% of the issued share capital of Poseida and the Transaction is expected to deliver initial net proceeds to Malin of approximately $106.5 million, with the potential to receive up to a further $47.3 million through the CVRs on the achievement of specific milestones.

 

Following this announcement, and taking into account only the upfront consideration payable under the Transaction, Malin's estimated Intrinsic Equity Value has increased to approximately €192.1 million (equates to approximately €10.17 per Malin share). This represents an increase of 55.3% to the last disclosed estimate of €6.55 at 8 November 2024.

 

The closing of the Transaction is subject to customary closing conditions, including the tender of shares representing at least a majority of Poseida's outstanding shares (other than shares held by Poseida, Roche or any of their respective subsidiaries, and any dissenting shares), the completion of regulatory review and other customary closing conditions. The closing of the Transaction is currently expected to take place in the first quarter of 2025.

 

Update on Tender Offer

As a result of the proposed acquisition of Poseida by Roche and the significant increase in Malin's estimated Intrinsic Equity Value per Ordinary Share arising from the Transaction, the Board of Malin no longer considers it appropriate to proceed with the Tender Offer on the basis of the terms previously announced by the Company on 12 November 2024 (i.e., €6.55 per Malin share). Therefore, in accordance with the discretion available to it, the Board of Malin has decided to terminate the Tender Offer and the extraordinary general meeting of Malin convened for 5 December 2024 to approve the Tender Offer will be adjourned sine die (indefinitely). As a result of the termination, no Ordinary Shares will be repurchased pursuant to the Tender Offer and all Ordinary Shares tendered to date will be returned to Shareholders.

 

The Board will now consider how best to return surplus capital to Shareholders and further announcements will be made in due course.

 

Commenting on the transaction, Liam Daniel, Chair of Malin, said:

 

"The sale of Poseida is a very significant milestone for Malin in our continuing strategy to deliver maximum value to shareholders and Malin remains committed to returning excess capital of the business to Malin's shareholders. In light of this positive development and the significant uplift in the estimated Intrinsic Equity Value per share, the board of Malin considers it to be in the best interests of shareholders to terminate the Tender Offer launched on 12 November 2024. The Board will take the financial effects of this Transaction into account as part of its deliberations on the timing and scale of future returns of excess capital to shareholders and will issue further updates in due course."

 

For further information please contact:

 

Malin

Fiona Dunlevy, Executive Director/Company Secretary

Tel: [phone]

[e-mail]

 

Davy Corporate Finance (Financial Adviser, Euronext Growth Listing Sponsor & Broker)

Brian Garrahy / Daragh O'Reilly

Tel: [phone]

 

Sodali & Co (Media enquiries)        

Eavan Gannon

Tel: [phone]                           

[e-mail]    

 

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