Amsterdam Molecular Therapeutics Business to be Acquired by uniQure BV
AMSTERDAM, February 17, 2012 /PRNewswire/ --
Not for release, publication or distribution in whole or in part, directly or indirectly, in or into the United States or to US persons. This announcement is not a prospectus and does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States or any other jurisdiction.
Extraordinary Shareholder Meeting called to vote on the Transaction
Amsterdam Molecular Therapeutics (Euronext: AMT) announced today that its board of directors is recommending a substantial corporate restructuring and financing transaction which, if approved by shareholders, will result in the assets and certain liabilities being acquired by a newly formed private company, uniQure BV, and the AMT legal entity being liquidated and delisted.
This transaction will:
- support the future funding of AMT's current gene therapy development pipeline;
- reduce operating costs; and
- enable disposal of current loan note obligations.
Consequently, management believes the uniQure transaction will allow AMT's shareholders to benefit from the future potential value in the business. This includes, if successful, completion of the ongoing collaboration discussions for the hemophilia B program and further collaborations on the GDNF program.
AMT has entered into a definitive agreement with Amsterdam-based uniQure to acquire the assets and certain liabilities of AMT in return for unlisted uniQure depositary receipts ("DRs"), which may be exchangeable for uniQure shares as described further below. There is no cash component to the consideration. The proposed transaction has been evaluated by a special committee of the board ("Special Committee") together with Ernst & Young, which has advised the Special Committee that the Transaction is fair and reasonable so far as AMT shareholders are concerned. The disposal of the company's programs, assets and certain liabilities has been unanimously approved by the board of supervisory directors, which recommends that AMT shareholders adopt the resolution at an Extraordinary Shareholder Meeting on March 30, 2012.
On completion, uniQure will receive additional equity funding of € 7.0 million, including € 6.0 million from Forbion Capital managed funds together with € 1.0 million in additional new financing to be secured by AMT prior to completion. In addition, uniQure will take over AMT's liability related to the € 5.0 million convertible loan notes and accrued interest of € 0.3 million. AMT will receive one new uniQure DR for every existing issued and outstanding AMT share. AMT will subsequently be dissolved and, as an advance liquidation payment, the uniQure DRs shall be distributed to AMT's shareholders. The uniQure DRs shall not be listed.
"We believe the proposed transaction will ensure the future of AMT following the failure to gain approval of Glybera in 2011 given the very limited options available to us. While we have pursued various avenues to raise additional funds on the open capital markets, worked diligently to engage in partnering discussions and have cut personnel, programs and spending down drastically, we are ultimately still facing a very precarious financial position with a cash reach to early April," explained Jörn Aldag, CEO of AMT. "The Transaction offers the only viable way to secure a capital injection, the ability to better focus resources towards the advancement of our gene therapy pipeline and also concluding collaborations which validate our platform such as a hemophilia B partnership. We ultimately believe that this transaction offers the renewed possibility of a meaningful exit for our shareholders, allowing them to benefit from the potential future upside in the business, including the possible outcome of the reconsideration by CHMP of our Glybera product."
On the basis that the Transaction is in the best interests of AMT, its stakeholders, and the business, the Special Committee supports the Transaction and shall recommend the Extraordinary General Meeting of shareholders ("EGM") to be held on March 30, 2012 to approve the Transaction.
uniQure will continue with AMT's strategy to invest in the hemophilia B, GDNF and AIP programs, as well as the collaboration with Institut Pasteur on Sanfilippo B, but will not invest significant additional funds into Glybera unless and until it receives a positive decision from regulatory authorities. All employees of AMT will continue in employment with uniQure on the same terms. The members of the Supervisory and Management Boards will also transfer to uniQure, with the exception of Mr Ferdinand Verdonck, who chairs the Special Committee. Further terms of the Agreement and information on uniQure are set out below and in a circular to Shareholders ("Shareholder Circular"), copies of which can be obtained free of charge from the Company's office and at the Company's website (http://www.amtbiopharma.com).
New funding, conversion of convertible loan notes and further information on uniQure
UniQure has been specifically created for the Transaction and financing, and has no other assets or liabilities.
Upon completion, Forbion Capital managed funds will subscribe € 6.0 million in new equity for 9,771,987 ordinary shares in uniQure at an issue price of €0.614 per share, being the mean closing share price of AMT on NYSE Euronext in Amsterdam for the five business days prior to the date the Business Acquisition Agreement was entered into. This additional financing from Forbion funds is conditional on AMT securing an additional € 1.0 million in new equity funding on the same terms from other sources. Together, the € 7.0 million in new financing will secure the immediate future of the AMT business and is expected to enable the successful conclusion of the current partnering negotiations relating to the hemophilia B program. The majority of this new Forbion funding comes from funds that are only permitted to invest in unlisted companies and this money is therefore not available to AMT directly.
Following completion, the transferred liabilities relating to the convertible loan notes shall be converted to 5,320,000 ordinary shares in uniQure using a conversion price of € 1.00 per share. Following the Transaction Forbion will be the largest shareholder in uniQure with significant rights relating to the conduct and governance of the business.
Each AMT shareholder that on the Distribution Record Date holds at least 1,555,054 shares in AMT and that will hence receive at least 1,555,054 DRs shall be entitled to exchange its DRs for an equal number of ordinary shares in uniQure. Each AMT shareholder with fewer AMT shares shall receive the equivalent number of DRs but shall not be entitled to exchange its DRs for an equal number of ordinary shares in uniQure.
uniQure will be subject to certain terms and conditions relating to its governance and operation; these are described further in the Shareholder Circular.
Extraordinary General Meeting
An EGM has been convened for March 30, 2012 to approve the Transaction and resolve on certain related matters, as set out in the agenda and the explanatory notes thereto, which are available through the company's website.
Forbion has committed to vote in favour of the Transaction in respect of the 19.4% of AMT's shares it controls.
Shareholder information meetings
AMT will hold two informational meetings for shareholders at its offices on February 23, 2012 and March 20, 2012. Further details will be posted on the AMT website.
About Amsterdam Molecular Therapeutics
AMT is a world leader in the development of human gene based therapies. AMT has a product pipeline of gene therapy products in development for hemophilia B, acute intermittent porphyria, Parkinson's disease and SanfilippoB. Using adeno-associated viral (AAV) derived vectors as the delivery vehicle of choice for therapeutic genes, the company has been able to design and validate probably the world's first stable and scalable AAV manufacturing platform. This proprietary platform can be applied to a large number of rare (orphan) diseases caused by one faulty gene and allows AMT to pursue its strategy of focusing on this sector of the industry. AMT was founded in 1998 and is based in Amsterdam. Further information can be found at http://www.amtbiopharma.com.
About uniQure
uniQure BV is a private company created specifically for the Transaction. It is funded by Forbion Capital Partners, an existing investor in AMT. uniQure will act as the new holding company for the gene therapy business currently carried out by AMT.
Certain statements in this press release are "forward-looking statements" including those that refer to management's plans and expectations for future operations, prospects and financial condition. Words such as "strategy," "expects," "plans," "anticipates," "believes," "will," "continues," "estimates," "intends," "projects," "goals," "targets" and other words of similar meaning are intended to identify such forward-looking statements. Such statements are based on the current expectations of the management of AMT only. Undue reliance should not be placed on these statements because, by their nature, they are subject to known and unknown risks and can be affected by factors that are beyond the control of AMT. Actual results could differ materially from current expectations due to a number of factors and uncertainties affecting AMT's business. AMT expressly disclaims any intent or obligation to update any forward-looking statements herein except as required by law.
Not for release, publication or distribution in whole or in part, directly or indirectly, in or into the United States or to US persons. This announcement is not a prospectus and does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States or any other jurisdiction.
The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, taken up, exercised, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the securities mentioned herein is being made in the United States or any other jurisdiction.
This announcement does not constitute or forms a part of any offer or solicitation to purchase or subscribe for securities in any jurisdiction or jurisdictions in which such offers or sales are unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The materials contained herein have not been submitted to or reviewed by the US Securities and Exchange Commission (the "SEC") or any state securities commission, and neither the SEC nor any such state securities commission has (a) approved or disapproved, (b) passed upon the merits or fairness of, or (c) passed upon the adequacy or accuracy of the disclosure of any materials contained herein. Any representation to the contrary is a criminal offence in the United States.
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