Full Press Release Details
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT
OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS ("THE CODE"). THERE CAN BE
NO CERTAINTY THAT AN OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Poolbeg Pharma plc ("Poolbeg")
and HOOKIPA Pharma Inc. ("HOOKIPA")
Update on Potential Combination of Poolbeg
Further to the announcement on 2 January 2025
(the "2.4 Announcement"), the Boards of Poolbeg and HOOKIPA are pleased to confirm that significant HOOKIPA shareholder,
Gilead Sciences Inc. ("Gilead"), has indicated its intention to vote consistent with the HOOKIPA Board's recommendation
if a formal offer were to be made and to participate in the proposed concurrent Fundraise, consistent with its current contractual obligations.
Gilead owns 1,875,947 HOOKIPA common shares, representing 19.4% of HOOKIPA's existing issued share capital.
Additionally, HOOKIPA has amended the details
of the Fundraise that were disclosed in the 2.4 Announcement. HOOKIPA is now expected to undertake a 100% primary private placement fundraise
of approximately $30 million+. The 2.4 Announcement stated that HOOKIPA is expected to undertake a 100% private placement fundraise of
up to approximately $30 million. An updated version of the Fundraise Presentation will be available on both companies' websites
Oppenheimer & Co. Inc. has been engaged
by HOOKIPA as placement agent in connection with the private placement fundraise.
All discussions relating to the Potential Combination
to date have been non-binding and on a non-exclusive basis, and there can be no assurance that a firm offer will be made or that any
transaction will be completed.
Capitalised terms used but not defined in
this announcement have the same meanings given to them in the 2.4 Announcement.
| Enquiries: | |
| Poolbeg Pharma Plc | +44 (0) 207 183 1499 |
| Cathal Friel, Chairman | ir@Poolbegpharma.com |
| Jeremy Skillington, CEO | |
| Ian O'Connell, CFO | |
| Cavendish Capital Markets Ltd | +44 (0) 207 220 0500 |
| (Joint Financial Adviser and Rule 3 Adviser to Poolbeg, NOMAD | |
| & Joint Broker) | |
| Corporate Finance | |
| Geoff Nash | |
| Henrik Persson | |
| Hamish Waller | |
| Trisyia Jamaludin |
| Canaccord Genuity LLC | +1 212 389-8000 |
| (Joint Financial Adviser to Poolbeg) | |
| Corporate Advisory | |
| Eugene Rozelman | |
| Shore Capital | +44 (0) 207 408 4090 |
| (Joint Broker) | |
| Corporate Advisory | |
| David Coaten | |
| Harry Davies-Ball | |
| Corporate Broking | |
| Malachy McEntyre | |
| Isobel Jones | |
| J&E Davy | +353 (0) 1 679 6363 |
| (Joint Broker) | |
| Anthony Farrell | |
| Niall Gilchrist | |
| Optimum Strategic Communications | +44 (0) 208 078 4357 |
| Nick Bastin | Poolbeg@optimumcomms.com |
| Vici Rabbetts | |
| Elena Bates | |
| HOOKIPA Pharma Inc. | +43 1 890 63 60 |
| Malte Peters, CEO | IR@hookipapharma.com |
| Terry Coelho, EVP & CFO | Chuck@LifeSciAdvisors.com |
| Moelis & Company | +44 (0) 207 634 3500 |
| (Financial Adviser to HOOKIPA) | |
| London | |
| Chris Raff | |
| Simon Chaudhuri | |
| New York | |
| Ashish Contractor |
In accordance with Rule 30.4 of the
Code, a copy of this announcement will be available on the Company's website -
https://www.poolbegpharma.com/about/investors/rns-news/ and Hookipa's website -
ir.hookipapharma.com/potential-combination - by 12 noon on 8 January 2025.
The content of the website referred to in this
announcement is not incorporated into and does not form part of this announcement.
Important Information
This announcement is not intended to, and does
not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for,
sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform
themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities
law of any such jurisdiction.
Cavendish Capital Markets Limited ("Cavendish"),
which is authorised and regulated by the Financial Conduct Authority for investment business activities, is acting exclusively as financial
adviser to Poolbeg Pharma plc in relation to the matters set out in this announcement and is not acting for any other person in relation
to such matters. Cavendish will not be responsible to anyone other than Poolbeg Pharma plc for providing the protections afforded
to its clients or for providing advice in connection with any matters referred to in this announcement or otherwise.
Shore Capital and Corporate Limited and Shore
Capital Stockbrokers Limited (together, "Shore Capital"), which are authorised and regulated in the United Kingdom
by the Financial Conduct Authority, are acting exclusively for Poolbeg Pharma plc and no one else in relation to the matters set out
in this announcement and will not be responsible to anyone other than Poolbeg for providing the protections offered to clients of Shore
Capital or for providing advice in relation to the matters referred to herein.
J&E Davy Unlimited Company ("Davy"),
which is authorised and regulated in Ireland by the Central Bank of Ireland and in the United Kingdom by the Financial Conduct Authority,
is acting as broker exclusively for Poolbeg Pharma plc and no one else in relation to the matters set out in this announcement and will
not be responsible to anyone other than Poolbeg for providing the protections offered to clients of J&E Davy or for providing advice
in relation to the matters referred to herein.
Moelis & Company LLC ("Moelis")
is acting as financial adviser to HOOKIPA in connection with the matters set out in this announcement and for no one else and will not
be responsible to anyone other than HOOKIPA for providing the protections afforded to its clients nor for providing advice in relation
to the matters set out in this announcement. Neither Moelis nor any of its subsidiaries, branches or affiliates and their respective
directors, officers, employees or agents 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 Moelis in connection with this announcement,
any statement contained herein or otherwise.
Canaccord Genuity LLC ("Canaccord")
is acting as financial adviser to Poolbeg Pharma plc in connection with the matters set out in this announcement and for no one else
and will not be responsible to anyone other than Poolbeg for providing the protections afforded to its clients nor for providing advice
in relation to the matters set out in this announcement. Neither Canaccord nor any of its subsidiaries, branches or affiliates and their
respective directors, officers, employees or agents 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 Canaccord in connection with
this announcement, any statement contained herein or otherwise.
Oppenheimer & Co. Inc. ("Oppenheimer")
is HOOKIPA's placement agent in connection with the Fundraise. Oppenheimer is not a financial advisor for the Potential Combination.
Neither Oppenheimer nor any of its subsidiaries or affiliates or their respective directors, officers, employees or agents 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 in connection with this announcement, any statement contained herein or otherwise.
Cautionary Statement Regarding Forward-Looking
This announcement contains "forward-looking"
statements concerning future events. All statements other than statements of historical fact or relating to present facts or current
conditions are forward-looking statements, including all statements related to the potential terms and effects of the Potential Combination
and any statements regarding guidance and statements of a general economic or industry-specific nature.
These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts. These statements are based on assumptions and assessments made
by HOOKIPA and Poolbeg in light of their discussions to date and their perception of historical trends, current conditions, future developments
and other factors they believe appropriate, and therefore are subject to risks and uncertainties which could cause actual outcomes and
results to differ materially from those expressed or implied by those forward-looking statements.
Forward-looking statements often use forward-looking
or conditional words such as "anticipate", "target", "expect", "forecast", "estimate",
"intend", "plan", "goal", "believe", "hope", "aim", "will",
"continue", "may", "can", "would", "could" or "should" or other
words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) the
potential terms of the Potential Combination; (ii) the potential impacts of the Potential Combination; (iii) the outcomes of
due diligence and ongoing negotiations and whether a firm offer will be made or the parties are otherwise able to reach binding agreement
on terms; (iv) the ability of the parties to satisfy (or waive) conditions to the consummation of the Potential Combination; (v) adverse
effects on the market price of HOOKIPA's or Poolbeg's stock prices or operating results as a result of the announcement of
the Potential Combination or failure to agree to binding terms or to otherwise consummate the Potential Combination; (vi) the effect
of the announcement or pendency of the Potential Combination on HOOKIPA's or Poolbeg's business relationships, operating
results and businesses generally; (vii) future capital expenditures, expenses, revenues, economic performance, synergies, financial
conditions, market growth, losses and future prospects; and (viii) business and management strategies and the expansion and growth
of the operations of the Combined Group. There are many factors which could cause actual results to differ materially from those expressed