Offer by Eagle Pharmaceuticals, Inc.
Acacia Pharma Group plc
Mon, March 28, 2022, 8:00 AM·8 min read
ACACIA PHARMA GROUP PLC
PROPOSED TRANSACTION WITH EAGLE PHARMACEUTICALS, INC.
THIS ANNOUNCEMENT CONTAINS REGULATED INFORMATION AND INSIDE INFORMATION
Not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction
For immediate release
28 March 2022, 08:00 a.m. (Brussels time)
RECOMMENDED SCHEME OF ARRANGEMENT
of
ACACIA PHARMA GROUP PLC
by
EAGLE PHARMACEUTICALS, INC.
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including its Appendices).
Key highlights
Acacia Pharma Group PLC (“Acacia”) met its formulary goals for both Barhemsys® and Byfavo® in FY2021 and continues to be encouraged that feedback for both products is indicative of significant future commercial potential.
However, Acacia’s standalone financial condition has been negatively impacted by physical access limitations caused by the global COVID-19 pandemic, and a significant latency of demand due to postponement of surgical procedures. Accordingly, Acacia expects it would require a minimum of approximately US$115m of additional cash to fund operations to break-even (based on projections assuming break-even by early FY2025).
As a result, the Acacia Board appointed Greenhill to undertake a comprehensive review of strategic alternatives available to maximise value for Acacia Shareholders. The review included consideration of options to raise additional capital, but found that the terms on which such capital was likely to be available would have led to significant dilution and potential destruction of value for Acacia Shareholders.
Following this comprehensive exploration and assessment of all strategic alternatives, the board of directors of Acacia and the board of directors of Eagle Pharmaceuticals, Inc. (“Eagle”) hereby announce that they have reached agreement on the terms of a transfer of the entire issued and to be issued share capital of Acacia to Eagle by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the “Proposed Transaction”).
Under the terms of the Proposed Transaction, each Scheme Shareholder will receive as consideration (the “Consideration”):
for each Scheme Share, €0.68 in cash and 0.0049 New Eagle Shares
The Proposed Transaction values Acacia’s existing issued and to be issued share capital at approximately €94.7 million on a fully diluted basis.
The cash portion of the Consideration represents approximately 75 per cent. of the total Consideration, and the New Eagle Shares that Acacia Shareholders would receive represent approximately 25 per cent. of the total Consideration, which represents approximately 3.8 per cent. of the enlarged Eagle share capital in issue immediately following completion of the Scheme. The total Consideration equates to €0.90 for each Scheme Share.