REG - PureTech Health PLC - Additional Disclosure Re: Tender Offer

Puretech HealthAnnouncement

04/06/2024 07:00

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RNS Number : 9649Q  PureTech Health PLC  04 June 2024

 

4 June 2024

PureTech Health plc

 

Proposed $100 million Tender Offer at 250 pence per Ordinary Share

 

Schedule TO Amendment No. 1

 

 

PureTech Health plc (http://www.puretechhealth.com/) (Nasdaq: PRTC, LSE: PRTC)
("PureTech" or the "Company"), a clinical-stage biotherapeutics company
dedicated to changing the lives of patients with devastating diseases, today
announces further information in connection with its proposed $100 million
tender offer (the "Tender Offer").

 

The Company has filed a document titled Schedule TO (Amendment No. 1) with the
US Securities and Exchange Commission ("SEC") in order to provide
clarification on certain matters raised in connection with the Schedule TO
which included as an exhibit the circular to the Company's Shareholders (the
"Circular").  The Schedule TO (Amendment No. 1) is available on the SEC's
website at http://www.sec.gov (http://www.sec.gov) and on the website set up
by the Company for the purposes of the Tender Offer at
https://investors.puretechhealth.com/tender-offer
(https://investors.puretechhealth.com/tender-offer) .

 

The Schedule TO (Amendment No. 1) provides the following amendments and
clarifications:

"The Circular and Items 1 through 9 and 11 of the Schedule TO, to the extent
such Items incorporate by reference the information contained in the Circular,
are hereby amended and supplemented as set forth below. You should read this
Amendment No. 1 together with the Schedule TO and the Circular.

Except as otherwise set forth in this Amendment No. 1, the information set
forth in the Schedule TO and the Circular remain unchanged.  All capitalized
terms used but not specifically defined in this Schedule TO shall have the
meanings given to such terms in the Circular.

Amendments to the Circular and Items 1 through 9 and Item 11 of the Schedule
TO

1.    The first sentence of the fifth paragraph on the cover page of the
Circular is hereby amended and restated in its entirety as follows:

"The Tender Offer is not being made, directly or indirectly, in or into, or by
use of the mails of, or by any means or instrumentality (including, without
limitation, facsimile transmission, email and telephone) of interstate or
foreign commerce of, or any facilities of a national securities exchange of
Australia, Canada, Japan, New Zealand, Singapore, the Republic of South Africa
or any other jurisdiction where the mailing of this Circular or the
accompanying documents into or inside such jurisdiction would constitute
violation of the laws of such jurisdiction ("Restricted Jurisdiction")."

2.    The information under the heading "NOTICE FOR US SHAREHOLDERS AND ADS
HOLDERS" on the cover page of the Circular is hereby amended by deleting the
sixth paragraph under the heading in its entirety, which reads as follows:
"While the Tender Offer is being made available to Shareholders in the US, the
right to tender Ordinary Shares is not being made available in any
jurisdiction in the US in which the making of the Tender Offer or the right to
tender such Ordinary Shares would not be in compliance with the laws of such
jurisdiction."

3.    Section 2.1 ("Background to and reasons for the Tender Offer") of
Part III ("Letter from the Chair of PureTech Health plc") on page 7 of the
Circular is hereby amended and supplemented by adding the following sentences
at the end of the third paragraph under Section 2.1:

"The Board has determined that an amount of US$100 million from the proceeds
of the Transaction shall be returned to Shareholders. The Board has further
determined that the net proceeds from the Transaction will be sufficient to
pay the Tender Offer consideration and related fees and expenses, and the
Company has no need or plans for alternative financing plans or arrangements."

4.    Section 9.3 ("Notification of Interests") of Part III ("Letter from
the Chair of PureTech Health plc") on page 13 of the Circular is hereby
amended and supplemented by deleting the first paragraph under Section 9.3 and
replacing with the following new paragraphs under Section 9.3:

"The Company has its Ordinary Shares admitted to trading on the main market of
the London Stock Exchange and, accordingly, every Shareholder must comply with
the notification and disclosure requirements set out in Chapter 5 of the
Disclosure Guidance and Transparency Rules (as amended and varied from time to
time). Under Chapter 5 of the Disclosure Guidance and Transparency Rules, a
Shareholder is required to notify the Company of the percentage of its voting
rights if the percentage of voting rights which it holds (directly or
indirectly) reaches, exceeds or falls below three per cent and each one per
cent threshold thereafter up to 100 per cent. A notification must be made
using the form TR1 available in electronic format at the FCA's website at
www.fca.org.uk.

Following the Company's purchase of Ordinary Shares from Jefferies pursuant to
the terms of the Option Agreement, and regardless of whether a Shareholder
tenders any or all of their Ordinary Shares (including Ordinary Shares
represented by ADSs) pursuant to the terms of the Tender Offer, the number of
Ordinary Shares (including Ordinary Shares represented by ADSs) in which a
Shareholder is interested when taken as a percentage of the Company's Issued
Ordinary Share Capital as a whole may change, which may give rise to an
obligation under Chapter 5 of the Disclosure Guidance and Transparency Rules
on the part of such Shareholder to notify the Company of their revised
interest in Ordinary Shares when taken as a percentage if such percentage
reaches, exceeds or falls below three per cent and each one per cent threshold
thereafter up to 100 per cent, as soon as possible and in any case within two
trading days of becoming aware or being deemed to have become aware of such
change."

5.    Section 5.4 of Part V ("The Terms and Conditions of the Tender Offer
in Respect of Ordinary Shares") on page 34 of the Circular is hereby amended
and restated in its entirety as follows:

"In particular, the Tender Offer is not being made directly or indirectly in
or into or by use of the mail or by any means or instrumentality (including,
without limitation, facsimile transmission, telephone and email) of interstate
or foreign commerce of, or of any facility of a national securities exchange
of, a Restricted Jurisdiction."

6.    Section 5.5 of Part V ("The Terms and Conditions of the Tender Offer
in Respect of Ordinary Shares") on page 34 of the Circular is hereby amended
and restated in its entirety as follows:

"Accordingly, copies of this Circular, the Tender Form and any related
documents are not being and must not be mailed or otherwise distributed or
sent in or into a Restricted Jurisdiction, including to Shareholders with
registered addresses in a Restricted Jurisdiction, or to persons who are
custodians, nominees or trustees holding Ordinary Shares for persons in a
Restricted Jurisdiction."

7.    Section 5.6 of Part V ("The Terms and Conditions of the Tender Offer
in Respect of Ordinary Shares") on page 34 of the Circular is hereby amended
and restated in its entirety as follows:

"Persons receiving such documents (including, without limitation, custodians,
nominees and trustees) should not distribute, send or mail them in or into a
Restricted Jurisdiction."

8.    Section 2.1 of Part V ("The Terms and Conditions of the Tender Offer
in Respect of Ordinary Shares") of the Circular is hereby amended and
supplemented by inserting the following after paragraph I on page 23 of the
Circular, and Part VIII ("Further Information for ADS Holders") of the
Circular is hereby amended and supplemented by inserting the following after
paragraph I on page 58 of the Circular:

"Jefferies having being satisfied, acting reasonably, that, at all times up to
immediately prior to the announcement of the results of the Tender Offer, the
Company has complied with its obligations, and is not in breach of any of the
representations and warranties given by it, under the Option Agreement is a
condition of the Tender Offer as set out in paragraph C above.  The Company's
obligations under the Option Agreement are as follows:

•          to furnish Jefferies with as many copies as Jefferies may
reasonably request of the Tender Offer materials, and, prior to using the
Tender Offer materials, to submit copies of such materials to Jefferies and
give reasonable consideration to Jefferies's comments, if any, thereon;

•             to comply with the Tender Conditions;

•             to effect the Tender Offer so as to comply with
applicable law and regulation;

•          to comply with its obligations under the Depositary
Agreement and the Tender Agency Agreement;

•           to not amend, waive or vary any of the Tender Conditions or
the Depositary Agreement or enter into any other agreement with the Depositary
that is material to the Tender Offer, without prior consultation with
Jefferies;

•             to deliver a legal opinion as to matters of US law
to Jefferies;

•             to pay the fees and expenses in connection with
the Tender Offer; and

•             to promptly notify Jefferies of certain events
relating to the Tender Offer.

The Company's representations and warranties under the Option Agreement
pertain to:

•             incorporation and existence;

•          compliance with applicable law and regulation, and
compliance with applicable law and regulation in connection with the Tender
Offer;

•          having sufficient distributable reserves (in accordance with
section 705 of the Companies Act 2006 of England and Wales) to satisfy the
purchase in full by the Company of the tendered Shares pursuant to the Option
Agreement;

•             required consents, corporate authorities and
approvals to implement the Tender Offer;

•             no conflicts with material agreements;

•             no violation with any material order, judgment or
decree;

•             no breaches of applicable law and regulation in
connection with the Tender Offer materials;

•             the absence of threatened claim, litigation or
investigations;

•         the accuracy in all material respects and absence of
misleading statements in the Tender Offer materials;

•             the absence of "inside information";

•        authorization, execution and delivery and enforceability of the
Option Agreement, the Tender Agency Agreement and the Engagement Letter;

•         compliance in all material respects with the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder; and

•             eligibility for Tier II relief under the Exchange
Act."

9.    Section 4.1 ("Ordinary Shares in Certificated Form") of Part V
("Terms and Conditions of the Tender Offer in respect of Ordinary Shares") on
page 33 of the Circular is hereby amended and supplemented by deleting the
first sentence of Section 4.1 and replacing with the following two sentences:

"Where an accepted tender relates to Ordinary Shares held in Certificated
Form, cheques for the consideration due will be despatched by the Receiving
Agent (on behalf of Jefferies) by or on Wednesday 3 July 2024 by first class
post to the person or agent whose name and address is set out in Box 1 of the
Tender Form or, if none is set out, to the registered address of the tendering
Shareholder or, in the case of joint holders, the address of the first named
Shareholder. The cheques will be posted to such address by or on Wednesday 3
July 2024 whether such address is within the UK or outside the UK."

10.  The definition of "Restricted Jurisdictions" in Part IX ("Definitions")
on page 69 of the Circular is hereby amended and restated in its entirety as
follows:

"Restricted Jurisdictions each and any of Australia, Canada, Japan, New
Zealand, Singapore, the Republic of South Africa and any other jurisdiction
where the mailing of this Circular or the accompanying documents into or
inside such jurisdiction would constitute a violation of the laws of such
jurisdiction;"

Shareholder Helpline

 

If you have any questions about the procedure for tendering Ordinary Shares,
please call Computershare Investor Services PLC on +44 370 707 4040. Calls are
charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. The helpline is open between 8:30 a.m. - 5:30 p.m., Monday to
Friday, excluding public holidays in England and Wales. Please note that
Computershare Investor Services PLC will be unable to give advice on the
merits of the Tender Offer or to provide financial, investment or taxation
advice.

 

The Information Agent with respect to the Tender Offer for ADSs and Ordinary
Shares in the United States is Georgeson LLC. If you are an ADS holder, an
ordinary shareholder, bank, broker or institutional holder in the United
States and have questions on how you can participate in the Tender Offer,
please call the Information Agent at (+1) 866 529 2770 (toll-free) and (+1)
781 896 6940 (from other countries) from 9 a.m. to 8 p.m. EDT Monday to
Friday, and Saturday from 10 a.m. to 2 p.m. EDT.

 

Contact:

 

PureTech Health plc

Public Relations

publicrelations@puretechhealth.com (mailto:publicrelations@puretechhealth.com)

Investor Relations

IR@puretechhealth.com (mailto:IR@puretechhealth.com)

 

Jefferies International Limited

Ed Matthews

+44 (0)20 7548 4107

ematthews1@jefferies.com (mailto:ematthews1@jefferies.com)

Jee Lee

+44 (0)20 7029 8545

Jee.Lee@jefferies.com (mailto:Jee.Lee@jefferies.com)

 

UK/EU Media

Ben Atwell, Rob Winder

+44 (0) 20 3727 1000

puretech@fticonsulting.com (mailto:puretech@fticonsulting.com)

 

US Media

Nichole Bobbyn

+1 774 278 8273

nichole@tenbridgecommunications.com
(mailto:nichole@tenbridgecommunications.com)

 

About PureTech Health

 

PureTech is a clinical-stage biotherapeutics company dedicated to giving life
to new classes of medicine to change the lives of patients with devastating
diseases. The Company has created a broad and deep pipeline through its
experienced research and development team and its extensive network of
scientists, clinicians and industry leaders that is being advanced both
internally and through its Founded Entities. PureTech's R&D engine has
resulted in the development of 29 therapeutics and therapeutic candidates,
including two that have received both U.S. FDA clearance and European
marketing authorization and a third (KarXT) that has been filed for FDA
approval. A number of these programs are being advanced by PureTech or its
Founded Entities in various indications and stages of clinical development,
including registration enabling studies. All of the underlying programs and
platforms that resulted in this pipeline of therapeutic candidates were
initially identified or discovered and then advanced by the PureTech team
through key validation points.

 

For more information, visit www.puretechhealth.com
(http://www.puretechhealth.com/)  or connect with us on X (formerly Twitter)
@puretechh.

 

Additional Information for U.S. Investors

 

The Tender Offer qualifies as a "Tier II" offer in accordance with Rule
14d-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, as a result, is exempt from certain provisions of otherwise
applicable U.S. statutes and rules relating to tender offers. U.S. and English
law and practice relating to tender offers are different in certain material
respects. The Company intends to rely on the Tier II exemption from Rule
14e-1(c) on prompt payment where the Company will follow English law and
practice.

 

This communication is provided for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell any securities of
the Company pursuant to the Tender Offer or otherwise. The Tender Offer will
only be made pursuant to the Circular and other related materials filed as
part of the Tender Offer Statement on Schedule TO, in each case as may be
amended or supplemented from time to time.  The Company's security holders
are advised to carefully read these documents, and any amendments to these
documents, in their entirety before making any decision with respect to the
Tender Offer, because these documents will contain important information.
 The Company's security holders may obtain copies of these documents and
other documents filed with the SEC for free at the SEC's website at
www.sec.gov (http://www.sec.gov) .  In addition, the Company will provide
copies of such documents free of charge to its security holders.

In accordance with normal market practice in the UK and pursuant to Rule
14e-5(b)(12) under the Exchange Act, the Company or its nominees or brokers or
Jefferies or its affiliates may from time to time make certain purchases of,
or arrangements to purchase Ordinary Shares outside the United States,
otherwise than pursuant to the Tender Offer, before or during the period in
which the Tender Offer remains open for acceptance, such as in open market
purchases at prevailing prices or privately negotiated purchases at negotiated
prices. Such purchases, or arrangements to purchase will comply with all
applicable rules in the UK, including the Listing Rules of the FCA and the
Admission and Disclosure Standards of the London Stock Exchange. Any
information about such purchases will be disclosed as required in the UK and
the US and, if required, will be reported via a Regulatory Information Service
and will be available to all investors (including US investors) on the London
Stock Exchange website at www.londonstockexchange.com.
(http://www.londonstockexchange.com/)

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US
person may be a taxable transaction for US federal income tax purposes. The
Circular sets out a guide to certain US tax consequences of the Tender Offer
for Shareholders under current US law. However, each such Shareholder should
consult and seek individual advice from an appropriate professional adviser.

Neither the United States Securities and Exchange Commission nor any US state
securities commission has approved or disapproved of this transaction or
passed upon the merits of fairness of such transaction or passed upon the
adequacy of the information contained in this announcement. Any representation
to the contrary is a criminal offence.

 

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements contained
in this press release that do not relate to matters of historical fact should
be considered forward-looking statements, including without limitation
statements that relate to our expectations around our therapeutic candidates
and approach towards addressing major diseases, our future prospects,
developments, and strategies, and statements regarding the intent, belief or
current expectations regarding the Tender Offer. The forward-looking
statements are based on current expectations and are subject to known and
unknown risks, uncertainties and other important factors that could cause
actual results, performance and achievements to differ materially from current
expectations, including, but not limited to, those risks, uncertainties and
other important factors described under the caption "Risk Factors" in our
Annual Report on Form 20-F for the year ended December 31, 2023 filed with the
SEC and in our other regulatory filings. These forward-looking statements are
based on assumptions regarding the present and future business strategies of
the Company and the environment in which it will operate in the future. Each
forward-looking statement speaks only as at the date of this press release.
Except as required by law and regulatory requirements, we disclaim any
obligation to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise.

 

Other Important Notices

 

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Ordinary Shares (including Ordinary Shares represented by ADSs).
The Tender Offer is made only pursuant to the Circular, the related Tender
Form with respect to the Ordinary Shares and the related Letter of Transmittal
with respect to the ADSs. The Tender Offer is not being made to, holders of
Ordinary Shares (including Ordinary Shares represented by ADSs) residing in
any jurisdiction in which the making of the Tender Offer would not be in
compliance with the laws of that jurisdiction. In any jurisdiction where the
securities, "blue sky", or other laws require the Tender Offer to be made by a
licensed broker or dealer, the Tender Offer will be deemed to be made on
behalf of Jefferies International Limited by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.

 

Jefferies, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom ("FCA"), is acting exclusively for the Company
as financial advisor and broker in connection with the Tender Offer and is
not, and will not be, responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing advice in
connection with the Tender Offer or any other matters set out in this
announcement.

 

Apart from the responsibilities and liabilities, if any, which may be imposed
on Jefferies under the Financial Services and Markets Act 2000, as amended or
the regulatory regime established thereunder: (i) neither Jefferies or any
persons associated or affiliated with Jefferies accepts any responsibility
whatsoever or makes any warranty or representation, express or implied, in
relation to the contents of this announcement, including its accuracy,
completeness or verification or for any other statement made or purported to
be made by, or on behalf of it, the Company or the directors of the Company,
in connection with the Company and/or the Tender Offer; and (ii) Jefferies
accordingly disclaims, to the fullest extent permitted by law, all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above) which it might otherwise be found to have in respect of
this announcement or any such statement.

 

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