Vernalis PLC Results of Meetings (7362C)

TIDMVER

RNS Number : 7362C

Vernalis PLC

02 October 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

2 October 2018

RECOMMED CASH OFFER

for

VERNALIS PLC

("Vernalis" or the "Company")

by

LIGAND HOLDINGS UK LTD.

(a wholly owned subsidiary of Ligand Pharmaceuticals Incorporated)

("Ligand UK")

Results of Court Meeting and General Meeting held on 2 October 2018

On 9 August 2018, the boards of Ligand UK and Vernalis announced that they had reached agreement on the terms of a recommended acquisition, pursuant to which Ligand UK will acquire the entire issued and to be issued share capital of Vernalis (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

The Board of Vernalis is pleased to announce that, at the Court Meeting and the General Meeting convened in relation to the proposed Scheme and held earlier today, all resolutions proposed, details of which are set out in the notices of the Meetings contained in the scheme document dated 6 September 2018 (the "Scheme Document"), were passed by the requisite majorities and accordingly the Scheme was approved.

A majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing not less than 75 per cent. in value of the Scheme Shares held by Scheme Shareholders approved the Scheme at the Court Meeting.

Vernalis Shareholders voted to pass the special resolution in connection with, amongst other things, the amendment of the Company's articles of association and authorised the directors of Vernalis (or a duly authorised committee of the directors) to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect, at the General Meeting.

A summary of the voting results is set out below.

Capitalised terms used but not otherwise defined in this announcement (the "Announcement") have the meanings given to them in the Scheme Document.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy was entitled to one vote per Scheme Share held at the Voting Record Time.

 
                      Votes For    % For   Votes Against   % Against 
 No. of Scheme 
  Shares voted       429,906,047   94.91    23,053,773       5.09 
                    ------------  ------  --------------  ---------- 
 No. of Scheme 
  Shareholders 
  who voted              516       90.05        57           9.95 
                    ------------  ------  --------------  ---------- 
 No. of Scheme 
  Shares voted 
  as a percentage 
  of the total 
  number of 
  Scheme Shares          N/A       81.58        N/A          4.37 
                    ------------  ------  --------------  ---------- 
 

Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting. Each Vernalis Shareholder, present in person or by proxy, was entitled to one vote per Vernalis Share held at the Voting Record Time.

 
 Special Resolution          No. of        % For   No. of           % Against   Total         Withheld 
                              Votes                 Votes Against                No. of        (number)** 
                              For                                                Votes 
 Approval of the 
  amendment to 
  the Company's 
  articles of association 
  and authorisation 
  of the directors 
  of Vernalis (or 
  a duly authorised 
  committee of 
  the directors) 
  to take all such 
  action as they 
  may consider 
  necessary or 
  appropriate for 
  carrying the 
  Scheme into effect         429,433,232   94.91   23,015,315       5.09        452,448,547   7,908 
                            ------------  ------  ---------------  ----------  ------------  ------------ 
 

**A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution concerned. Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.

The total number of Vernalis Shares in issue at the Voting Record Time was 526,986,000.

Effective Date and Timetable

The Scheme remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions set out in the Scheme Document, including the Court's sanction of the Scheme at the Court Hearing, which is expected to be held on 8 October 2018 and the delivery of a copy of the Court Order to the Registrar of Companies.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 9 of the Scheme Document.

On the basis of the current timetable for the Scheme, the Scheme is expected to become effective on 9 October 2018 (the "Effective Date"). The last day of dealings in, and for registration of transfers of, Vernalis Shares will be 8 October 2018 with all dealings in Vernalis Shares being suspended at 7.30 a.m. on 9 October 2018. At 7.00 a.m. on 10 October 2018, the admission of Vernalis Shares to trading on AIM is expected to be cancelled.

It is intended that by 7.00 a.m. on the business day following the Effective Date, share certificates in respect of Vernalis Shares will cease to be valid and entitlements to Vernalis Shares held within the CREST system will be cancelled.

Enquiries

 
 Vernalis plc 
  Ian Garland, Chief Executive Officer 
  David Mackney, Chief Financial Officer                     [phone] 
 
 Canaccord Genuity Limited (Nominated Adviser and Broker) 
  Henry Fitzgerald-O'Connor 
  Emma Gabriel                                               [phone] 
 
 Evercore (Financial adviser) 
  Julian Oakley 
  Alan Beirne                                                [phone] 
 
 Ligand Pharmaceuticals Incorporated 
  Matthew Korenberg 
  Todd Pettingill                                                 [phone] 
 finnCap Ltd (Financial adviser to Ligand UK) 
  Henrik Persson 
  Giles Rolls 
  Max Bullen-Smith                                           [phone] 
 MTS Securities, LLC (Financial adviser to Ligand UK) 
  Mark Menkowski                                                  [phone] 
 

Important notices

Canaccord Genuity, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting solely for Vernalis as Nominated Adviser and broker in relation to the matters referred to in this Announcement and for no one else. Canaccord Genuity will not be responsible to anyone other than Vernalis for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any arrangement referred to herein. Neither Canaccord Genuity, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statue or otherwise) to any person other than Vernalis in connection with this Announcement, any statement contained herein or otherwise.

Evercore, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting solely for Vernalis as financial adviser in relation to the matters referred to in this Announcement and for no one else. Evercore will not be responsible to anyone other than Vernalis for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any arrangement referred to herein. Neither Evercore, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statue or otherwise) to any person other than Vernalis in connection with this Announcement, any statement contained herein or otherwise.

finnCap, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Ligand UK and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Ligand UK for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Announcement. Neither finnCap, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap in connection with this Announcement, any statement contained herein or otherwise.

MTS is acting exclusively as financial adviser to Ligand UK and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Ligand UK for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Announcement. MTS is a US registered broker dealer and is not advising Ligand UK for the purposes of the Code. Neither MTS, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of MTS in connection with this Announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England & Wales.

Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of 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 Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to Vernalis Shareholders in overseas jurisdictions are contained in the Scheme Document.

Notice to US holders of Vernalis Shares and Vernalis ADSs

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Ligand UK exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend such Takeover Offer into the United States, the Acquisition will be made pursuant to applicable UK tender offer rules and securities laws and otherwise in accordance with the requirements of the Code. Accordingly, any such Takeover Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable to tender offers made in accordance with US procedures and law. Financial information included in this Announcement and the Scheme Document has been or will be prepared in accordance with accounting standards applicable in the United Kingdom that 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 United States.

It may be difficult for US holders of Vernalis Shares (and Vernalis ADS Holders) to enforce their rights and any claim arising out of the US federal securities laws, since Vernalis is located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Vernalis Shares and Vernalis ADS Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Neither the SEC nor any securities commission of any state of the United States has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Ligand UK or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Vernalis Shares outside the United States, other than pursuant to the Acquisition, until the date on which the Takeover Offer and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website.

Publication on website and availability of hard copies

Pursuant to Rule 26.1 of the Code, a copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on the Ligand Group's website at www.investor.ligand.com/vernalisoffer and on Vernalis' website at www.vernalis.com promptly and in any event by no later than 12 noon (London time) on the business day following the Announcement. For the avoidance of doubt, the content of these websites is not incorporated by reference into, and does not form part of, this Announcement.

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement, free of charge. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be sent by the party which publishes it in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website publication, a hard copy of this Announcement will not be sent unless so requested, by contacting Vernalis on [phone]. If requested, copies will be provided, free of charge, within two business days of the request.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror(s) (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror(s) must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror(s). A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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 [e-mail] or visit www.rns.com.

END

MSCUUVORWNARRAA

(END) Dow Jones Newswires

October 02, 2018 10:06 ET (14:06 GMT)