Full Press Release Details
Dear Alkermes plc Shareholder:
2022, we announced a transformative milestone for Alkermes plc our intent to separate our neuroscience and oncology businesses. The main strategic objectives of the separation are to unlock value, enhance the operational performance and
strategic flexibility of each business and simplify capital allocation decision-making.
We believe the best way to optimize the potential
of our neuroscience and oncology businesses is for them to operate independently as two separate companies, with distinct management teams and boards of directors dedicated to their unique business strategies. Upon completion of the separation, our
oncology business will be spun out into an independent, publicly-traded company to be known as Mural Oncology plc.
separation, Alkermes plc will focus on its portfolio of proprietary commercial products for the treatment of alcohol dependence, opioid dependence, schizophrenia and bipolar I disorder, and its research and development pipeline of product candidates
for the treatment of neurological disorders. Mural Oncology plc plans to focus primarily on discovering and developing immunotherapies that may meaningfully improve the lives of patients with cancer. By leveraging its immune cell modulation
expertise and protein engineering capabilities, Mural Oncology plc will aim to discover, develop and ultimately commercialize immunotherapies designed to address serious unmet patient needs.
The separation is anticipated to be tax-free to Alkermes plc shareholders. Under the terms of the
distribution, each Alkermes plc shareholder will receive one ordinary share of Mural Oncology plc for every ten ordinary shares of Alkermes plc that they held on the record date for the distribution. You do not need to take any action to receive the
ordinary shares of Mural Oncology plc to which you are entitled as a shareholder of Alkermes plc as of the record date.
attached information statement, which describes the separation and distribution in detail and contains important information about Alkermes plc and Mural Oncology plc.
We thank you for your continued support of Alkermes plc.
Chairman of the Board and Chief Executive Officer
Dear Future Mural Oncology plc Shareholder:
On behalf of the entire future Mural Oncology plc team, I am pleased to welcome you as a future shareholder of our new company.
Mural Oncology plc will be a clinical-stage oncology business focused on discovering and developing immunotherapies to meaningfully improve
the lives of patients with cancer. Our lead product candidate, nemvaleukin alfa, is an investigational, engineered interleukin-2 cytokine designed to capture and expand the therapeutic benefits of high-dose
recombinant human interleukin-2, while mitigating its hallmark toxicities. By leveraging our core competencies in immune cell modulation and protein engineering, we have developed a portfolio of novel,
investigational cytokine therapies designed to address areas of unmet need for patients with a variety of cancers.
have our ordinary shares listed on the Nasdaq Global Market under the symbol MURA in connection with the distribution of our company s ordinary shares by Alkermes plc to its shareholders.
I invite you to learn more about Mural Oncology plc by reviewing the enclosed information statement. We look forward to our future as an
independent company, and to your support as a Mural Oncology plc shareholder, as we begin this new and exciting chapter.
Director and CEO Designate
INFORMATION STATEMENT
information statement is being furnished to you as a holder of ordinary shares of Alkermes plc ( Alkermes ), in connection with the distribution of ordinary shares of Mural Oncology plc ( Mural ), to Alkermes shareholders.
Following the separation and distribution, as each are described in this information statement, Mural will hold, directly or indirectly, certain assets and liabilities related to Alkermes oncology business.
You will receive one ordinary share of Mural for every ten ordinary shares of Alkermes that you own as of the close of business on
November 6, 2023, the record date for the distribution, and will receive cash in lieu of any fractional ordinary shares of Mural that you would have received after application of the above ratio. As discussed under the section of this
information statement entitled, The Separation and Distribution Trading Between the Record Date and Distribution Date, if you sell your ordinary shares of Alkermes in the regular way market after the record date and
before the distribution, you will also be selling your right to receive ordinary shares of Mural in connection with the distribution. Mural expects the ordinary shares of Mural to be distributed to you on November 15, 2023. This date of
distribution of the Mural ordinary shares is referred to in this information statement as the distribution date.
distribution is intended to be tax-free to Alkermes shareholders for United States ( U.S. ) federal income tax purposes, except for cash received in lieu of fractional ordinary shares. Consummation
of the distribution is subject to certain conditions, including the receipt of a private letter ruling from the Internal Revenue Service (the IRS ) and an opinion from Goodwin Procter LLP, each satisfactory to Alkermes board of
directors and each continuing to be valid, together confirming that the separation and distribution, in relevant part and together with certain related transactions, subject to certain caveats, are tax-free
for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the Code ), except for cash received in lieu of fractional ordinary shares.
The distribution is intended to be tax-free to Alkermes shareholders for Irish tax purposes, except for
cash received in lieu of fractional ordinary shares.
No vote of Alkermes shareholders is required for the distribution. Therefore, you are
not being asked for a proxy, and you are requested not to send Alkermes any proxy, in connection with the distribution. You do not need to pay any consideration, exchange or surrender your existing Alkermes ordinary shares or take any other action
to receive your ordinary shares of Mural in the distribution.
There is no current trading market for Mural ordinary shares. Mural expects
that a limited market, commonly known as a when issued trading market, will develop on or shortly before the record date for the distribution, and that regular way trading of Mural ordinary shares will begin on the first
trading day following the completion of the distribution. Mural has applied for listing of its ordinary shares on the Nasdaq Global Market under the symbol MURA . No assurance can be given that Mural s listing application will be
approved. Consummation of the distribution is subject to the satisfaction of certain conditions, including that the Mural ordinary shares to be delivered to the Alkermes shareholders in the distribution be approved for listing on the Nasdaq Global
Market, but such condition may be waived by Alkermes in its sole discretion.
Mural is an emerging growth company as that term
is used in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). As an emerging growth company, Mural will be subject to reduced public company reporting requirements.
In reviewing this information statement, you should carefully consider the matters described under the caption Risk
Factors beginning on page 22.
Neither the U.S. Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.
This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.
This document is not a prospectus within the meaning of section 1348 of the Companies Act 2014 of Ireland (as amended) or the EU Prospectus
Regulation (Regulation (EU) 2017/1129) of the European Parliament and of the Council. No offer of securities of Mural to the public is made, or will be made, in connection with the distribution or the separation, that requires the publication of a
prospectus pursuant to Irish prospectus law within the meaning of section 1348 of the Companies Act 2014 of Ireland in general, or in particular pursuant to the EU Prospectus Regulation. This document has not been reviewed or approved by the Central
Bank of Ireland or any other competent authority in the European Economic Area for the purposes of the EU Prospectus Regulation. This document does not constitute investment advice or the provision of investment services within the meaning of the
European Union (Markets in Financial Instruments) Regulations 2017 of Ireland (S.I. No. 375 of 2017) (as amended) or otherwise or the Markets in Financial Instruments Directive (2014/65/EU) or otherwise. Neither Alkermes nor Mural is an
authorized investment firm within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 of Ireland (S.I. No. 375 of 2017) (as amended) or the Markets in Financial Instruments Directive (2014/65/EU) and the
recipients of this document should seek independent legal and financial advice in determining their actions in respect of, or pursuant to this document.
A Notice of Internet Availability of Information Statement Materials containing instructions for how to access this information statement is
first being mailed to Alkermes shareholders on or about October 31, 2023.
The date of this information statement is
| PRESENTATION OF INFORMATION | 1 | |||
| QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION | 3 | |||
| INFORMATION STATEMENT SUMMARY | 11 | |||
| SUMMARY HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION | 20 | |||
| RISK FACTORS | 22 | |||
| CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS | 85 | |||
| DIVIDEND POLICY | 87 | |||
| CAPITALIZATION | 88 | |||
| UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS | 89 | |||
| MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 94 | |||
| BUSINESS | 108 | |||
| MANAGEMENT | 160 | |||
| EXECUTIVE COMPENSATION | 167 | |||
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 178 | |||
| SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 182 | |||
| THE SEPARATION AND DISTRIBUTION | 184 | |||
| MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES | 190 | |||
| MATERIAL IRISH TAX CONSEQUENCES | 199 | |||
| DESCRIPTION OF MURAL S SHARE CAPITAL | 203 | |||
| WHERE YOU CAN FIND MORE INFORMATION | 216 | |||
| INDEX TO COMBINED FINANCIAL STATEMENTS | F-1 |
PRESENTATION OF INFORMATION
Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement about Mural
assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution.
Unless the context otherwise requires, references in this information statement to the following terms shall have the following respective
This information statement describes the business to be transferred to Mural by Alkermes in the separation
as if the transferred business was Mural s business for all historical periods described. References in this information statement to Mural s historical assets, liabilities, products, business or activities of Mural s business are
generally intended to refer to the historical assets, liabilities, products, business or activities of the transferred business as such business was conducted as part of Alkermes prior to the separation.
You should not assume that the information contained in this information statement is accurate as of any date other than the date set forth on
the cover. Changes to the information contained in this information statement may occur after that date, and we undertake no obligation to update the information, except in the normal course of our public disclosure obligations or as required by
Websites described in this information statement and the content therein or connected thereto shall not be deemed
incorporated into this information statement.
Trademarks, Trade Names and Service Marks
Upon completion of the separation, Mural will own or have rights to use the trademarks, service marks and trade names that it uses in
conjunction with the operation of its business, including MURAL, MURAL ONCOLOGY and PICASSO, which may be registered or trademarked in the U.S. and other jurisdictions. Mural s rights to its trademarks may be limited to select markets. Each
trademark, trade name or service mark of any other company appearing in this information statement is, to Mural s knowledge, owned by such other company.
Industry and Other Data
We obtained the industry and market data in this information statement from our own internal estimates and from industry and general
publications and research, surveys, studies and trials conducted by third parties. We believe that this third-party data is generally reliable; however, we have not independently verified data from third-party sources. In addition, while we believe
our estimates are reliable, they have not been verified by any independent sources.
Estimates in this information statement of the
patient populations for the diseases that we are targeting are based on published estimates of the rates of incidence of the diseases from scientific and general publications and research, surveys and studies conducted by third parties that we
consider to be reliable, although such publications do not guarantee the accuracy or completeness of such information.
QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND
| What is Mural and why is Alkermes separating Mural s business and distributing Mural s ordinary shares? | Mural is an Irish incorporated public limited company, which was established as a shelf company in May 2017 as a private company limited by shares and was recently de-shelved to hold Alkermes oncology business in connection with the separation and subsequently re-registered as a public limited company. Prior to the separation, the oncology business was held and conducted within Alkermes. The separation of Mural from Alkermes and the distribution of Mural ordinary shares to Alkermes shareholders are intended to provide you with equity investments in two separate, independent public companies, each of which will be able to focus on its respective business strategies. Alkermes and Mural believe the separation will enable each company to pursue focused growth and investment strategies in its respective therapeutic areas of expertise, with the goal of enhancing the long-term performance potential of each business, as discussed in The Separation and Distribution Overview and The Separation and Distribution Reasons for the Separation. | |
| Why am I receiving this document? | Alkermes is delivering this information statement (whether by mail or by electronic means) to you because you are a holder of Alkermes ordinary shares. If you remain a holder of Alkermes ordinary shares as of the close of business on November 6, 2023, you will be entitled to receive one ordinary share of Mural for every ten ordinary shares of Alkermes that you held at the close of business on such date. This information statement will help you understand how the separation will affect your investment in Alkermes and your investment in Mural after the distribution. | |
| How will the separation of Mural from Alkermes work? | Currently, all of Mural s issued shares are held legally and beneficially by an Irish corporate services provider (which is not a subsidiary of Alkermes). Prior to the transfer by Alkermes to Mural of the oncology business, which will occur prior to the distribution, Mural will have no business operations. Alkermes will transfer its oncology business to Mural in return for which we will issue Mural ordinary shares to Alkermes shareholders, pro rata to their respective holdings in Alkermes. For the purposes of Irish law, this will be treated as Alkermes having made a dividend in specie, or a non-cash dividend, to its shareholders. In connection with these transactions, we will acquire by surrender all shares of Mural currently held by the Irish corporate services provider referred to above for no consideration, following which we will cancel all such shares. Immediately following the distribution, the persons entitled to receive Mural ordinary shares |
| in the distribution will own all of the outstanding Mural ordinary shares. See The Separation and Distribution The Number of Mural Ordinary Shares You Will Receive for more information. | ||
| Why is the separation of Mural structured as a distribution? | Alkermes believes that a distribution of ordinary shares of Mural to the Alkermes shareholders that is tax-free for U.S. federal income tax and Irish tax purposes is an efficient way to separate its oncology business in a manner that is expected to create long-term value for Alkermes, Mural and their respective shareholders. For more information, see The Separation and Distribution Conditions to the Distribution. | |
| What is the record date for the distribution? | The record date for the distribution will be November 6, 2023. | |
| When will the distribution occur? | It is expected that the ordinary shares of Mural will be distributed on November 15, 2023, to holders of Alkermes ordinary shares at the close of business on November 6, 2023. We refer in this information statement to the date on which ordinary shares of Mural are distributed as the distribution date. However, the completion and timing of the distribution are dependent upon a number of conditions and no assurance can be provided as to the timing of the distribution or that all conditions to the distribution will be met (or otherwise waived by Alkermes) in order for the distribution to occur. | |
| What do Alkermes shareholders need to do to participate in the distribution? | Nothing. Shareholders of Alkermes as of the record date will not be required to take any action to receive Mural ordinary shares in connection with the distribution, but are urged to read this entire information statement carefully. No approval of the distribution by Alkermes shareholders is required or sought. Therefore, you are not being asked for a proxy to vote on the distribution, and you are requested not to send Alkermes any proxy. You will neither be required to pay anything for the Mural ordinary shares nor be required to surrender any Alkermes ordinary shares in order to participate in the distribution. | |
| The distribution will not affect the number of Alkermes ordinary shares outstanding or any rights of Alkermes shareholders, although it may affect the market value of each outstanding Alkermes ordinary share. See Questions and Answers about the Separation and Distribution Will the distribution affect the market price of my Alkermes ordinary shares? for more information. | ||
| How will Mural ordinary shares be distributed in the distribution? | Shareholders of Record : If you are a shareholder of record (meaning your Alkermes ordinary shares are registered in your name (and not in the name of a bank, broker or other nominee) with Alkermes transfer agent, Computershare Trust Company, N.A. ( Computershare ), then the distribution |
| agent, Computershare, will credit the number of whole ordinary shares of Mural you receive in the distribution to your book-entry account on or shortly after the distribution date, and the distribution agent will mail you a check for any cash in lieu of fractional shares you are entitled to receive. | ||
| Street name or Beneficial Owners : If you own Alkermes ordinary shares beneficially through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the number of Mural whole ordinary shares you receive in the distribution on or shortly after the distribution date and will receive, on your behalf, any cash you are entitled to receive in lieu of fractional shares and will distribute such cash to your account. Please contact your bank, broker or other nominee for further information about your account. We will not issue any physical share certificates to any shareholders receiving Mural ordinary shares in the distribution, even if requested. See The Separation and Distribution When and How You Will Receive the Distribution for more information. | ||
| How many Mural ordinary shares will I receive in the distribution and how many are expected to be distributed in total? | You will receive one Mural ordinary share for every ten Alkermes ordinary shares you hold as of the close of business on November 6, 2023, the record date. Based on approximately 166,881,286 Alkermes ordinary shares outstanding as of October 18, 2023, a total of approximately 16,688,128 Mural ordinary shares will be distributed. For more information, see The Separation and Distribution The Number of Mural Ordinary Shares You Will Receive. | |
| Will Mural issue fractional ordinary shares in the distribution? | Mural will not issue fractional ordinary shares in the distribution. Instead, all fractional ordinary shares that Alkermes shareholders would otherwise have been entitled to receive will be aggregated into whole shares and sold in the open market by the distribution agent. We expect the distribution agent to take about seven business days after the distribution date to fully distribute the aggregate net cash proceeds of these sales on a pro rata basis (based on the fractional share such holder would otherwise be entitled to receive) to those Alkermes shareholders who would otherwise have been entitled to receive fractional ordinary shares. Recipients of cash in lieu of fractional ordinary shares will not be entitled to any interest on the amounts of payment made in lieu of fractional ordinary shares. For more information, see The Separation and Distribution The Number of Mural Ordinary Shares You Will Receive. | |
| What are the conditions to the distribution? | The distribution is subject to the satisfaction (or waiver by Alkermes in its sole discretion) of a number of conditions to be set forth in the separation agreement, including, among others, that Alkermes will have received a private letter ruling from the Internal Revenue Service ( IRS ) and an opinion from Goodwin Procter LLP, each satisfactory to Alkermes board of directors and each continuing to |
| be valid, together confirming that the separation and distribution, in relevant part and together with certain related transactions, subject to certain caveats, are tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the Code ), except for cash received in lieu of fractional ordinary shares, that the internal restructuring transactions and transfers of assets and liabilities to Mural contemplated by the separation agreement to be completed prior to the distribution shall have been completed, and that the Mural ordinary shares to be delivered to the Alkermes shareholders in the distribution be approved for listing on the Nasdaq Global Market, subject to official notice of issuance. For more information, see The Separation and Distribution Conditions to the Distribution. Alkermes and Mural cannot assure you that any or all of these conditions will be met, and Alkermes may waive any of these conditions to the distribution. In addition, Alkermes can determine, at any time, not to proceed with the distribution. If Alkermes were to waive certain conditions to the distribution that are not required to be satisfied by applicable law, such waiver may have an adverse effect on Alkermes and Mural and their respective shareholders. See Risk Factors Risks Related to the Separation and Distribution The Distribution is subject to conditions, including certain conditions that may be waived. | ||
| Can Alkermes decide to cancel the distribution of Mural ordinary shares even if all of the conditions have been met? | Yes, until the distribution has occurred, Alkermes has the right to terminate the distribution, even if all of the conditions are satisfied, if at any time the board of directors of Alkermes determines that the distribution is not in the best interests of Alkermes, that another strategic alternative is in the best interests of Alkermes or that it is not advisable at that time to separate the oncology business from Alkermes neuroscience business. See The Separation and Distribution Conditions to the Distribution for more information. | |
| What if I want to sell my Alkermes ordinary shares or my Mural ordinary shares? | You should consult with your advisors, such as your broker, bank or tax advisors. | |
| What is regular way and ex-distribution trading of Alkermes ordinary shares? | Beginning on or shortly before the record date and continuing up to and including the distribution date, it is expected that there will be two markets in ordinary shares of Alkermes: a regular way market and an ex-distribution market. Alkermes ordinary shares that trade in the regular way market will trade with an entitlement to Mural ordinary shares distributed pursuant to the distribution. Shares that trade in the ex-distribution market will trade without an entitlement to Mural ordinary shares distributed pursuant to the distribution. If you hold Alkermes ordinary shares on the record date and you decide to |
| sell any Alkermes ordinary shares before the distribution date, you should make sure your broker, bank or other nominee understands whether you want to sell your Alkermes ordinary shares with or without your entitlement to receive Mural ordinary shares pursuant to the distribution. See The Separation and Distribution Trading Between the Record Date and Distribution Date for more information. | ||
| Where will I be able to trade Mural ordinary shares? | Currently, there is no public market for Mural ordinary shares. Mural has applied to have its ordinary shares authorized for listing on the Nasdaq Global Market under the symbol MURA. No assurance can be given that Mural s listing application will be approved. Additionally, consummation of the distribution is subject to the satisfaction of certain conditions, including that the Mural ordinary shares to be delivered to the Alkermes shareholders in the distribution be approved for listing on the Nasdaq Global Market, but such condition may be waived by Alkermes in its sole discretion. Mural anticipates that trading in its ordinary shares will begin on a when issued basis on or shortly before the record date for the distribution and will continue up to and including the distribution date. When issued trading in the context of the separation refers to a sale or purchase made conditionally on or before the distribution date because the securities of the separated entity have not yet been distributed. When issued trades generally settle within two weeks after the distribution date. On the first trading day following the distribution date, any when issued trading of our ordinary shares will end and regular way trading will begin. Regular way trading in respect of the securities of the separated entity refers to trading after the security has been distributed and typically involves a trade that settles on the second full trading day following the date of the trade. See The Separation and Distribution Trading Between the Record Date and Distribution Date for more information. We cannot predict the trading prices for our ordinary shares before, on or after the distribution date. | |
| What will happen to the listing of Alkermes ordinary shares? | Alkermes ordinary shares will continue to trade on the Nasdaq Global Select Market after the distribution. | |
| Will the number of Alkermes ordinary shares that I own change as a result of the distribution? | No. The number of Alkermes ordinary shares that you own will not change as a result of the distribution. | |
| Will the distribution affect the market price of my Alkermes ordinary shares? | Yes. As a result of the distribution, the trading price of Alkermes ordinary shares immediately following the distribution may be lower than the regular way trading price of such shares immediately prior to the distribution because the trading price will no longer reflect the value of the oncology business. Furthermore, as the market assesses Alkermes |
| following the separation, the trading price of Alkermes ordinary shares may fluctuate. There can be no assurance that, following the distribution, the combined trading prices of Alkermes ordinary shares and Mural ordinary shares will equal or exceed what the trading price of Alkermes ordinary shares would have been in the absence of the separation and distribution, and it is possible that the post-distribution combined equity value of Alkermes and Mural will be less than Alkermes equity value prior to the separation and distribution. | ||
| What are the material U.S. federal income tax consequences of the distribution? | It is a condition to the distribution that Alkermes receives a private letter ruling from the IRS and an opinion from Goodwin Procter LLP, each satisfactory to Alkermes board of directors and each continuing to be valid, together confirming that the separation and distribution, in relevant part and together with certain related transactions, subject to certain caveats, are tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, except for cash received in lieu of fractional ordinary shares. If, as is expected and in accordance with the private letter ruling and opinion described above, the separation and distribution, in relevant part and together with certain related transactions, subject to certain caveats, so qualify as a transaction that is tax-free under Sections 355 and 368(a)(1)(D) of the Code, for U.S. federal income tax purposes, subject to the discussion below regarding cash in lieu of fractional ordinary shares, no gain or loss will be recognized by you and no amount will be included in your income upon receipt of Mural ordinary shares pursuant to the distribution. You will, however, recognize a gain or loss for U.S. federal income tax purposes with respect to cash received in lieu of a fractional ordinary share of Mural. You should consult your tax advisor as to the particular consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local tax laws, as well as non-U.S. tax laws. For more information regarding the material U.S. federal income tax consequences of the distribution, see Material U.S. Federal Income Tax Consequences. | |
| How will I determine my tax basis for U.S. federal income tax purposes in the Mural ordinary shares I receive in the distribution? | For U.S. federal income tax purposes, generally, your aggregate basis in the ordinary shares that you hold in Alkermes and the new Mural ordinary shares received in the distribution (including any fractional interest in Mural ordinary shares for which cash is received) will equal the aggregate basis in the Alkermes ordinary shares held by you immediately before the distribution, allocated between your Alkermes ordinary shares and Mural ordinary shares (including any fractional interest in Mural ordinary shares for which cash is received) you receive in the distribution in proportion to the relative fair market value of each on the distribution date. You should |
| consult your tax advisor as to the particular consequences of the distribution to you, including the application of the tax basis allocation rules and the application of state, local and non-U.S. tax laws. For more information regarding the material U.S. federal income tax consequences of the distribution, see Material U.S. Federal Income Tax Consequences. | ||
| How will I determine my tax basis for Irish tax purposes? | For Irish tax purposes, Alkermes shareholders will be treated as having acquired their shares in Mural at the same time and for the appropriate portion of the original base cost as they acquired their original shares in Alkermes. You should consult your tax advisor as to the particular consequences of the separation and distribution to you, including the application of the tax basis allocation rules and the application of Irish tax law. For more information regarding the material Irish tax consequences of the distribution, see Material Irish Tax Consequences. | |
| What are the material Irish tax consequences of the separation and distribution? | The separation and distribution will not give rise to Irish taxes for Alkermes shareholders (except with respect to any cash received in lieu of fractional shares of Mural ordinary shares). Irish stamp duty may, depending on the manner in which the Mural ordinary shares are held, be payable in respect of transfers of Mural ordinary shares after the distribution. You should consult your tax advisor as to the particular tax consequences to you. For more information regarding the material Irish tax consequences of the separation and distribution, see Material Irish Tax Consequences. | |
| What will Mural s relationship be with Alkermes following the separation? | To effect a decisive and efficient separation into two separate companies, Mural intends to enter into a separation agreement with Alkermes. Additionally, Mural and Alkermes, or their respective subsidiaries, also intend to enter into various other agreements, including a transition services agreement under which we will temporarily receive certain services from Alkermes, a second transition services agreement under which we will temporarily provide certain services to Alkermes, a tax matters agreement and an employee matters agreement. These agreements will effectuate the separation and distribution and will provide for the allocation between Alkermes and Mural, or their respective subsidiaries, of Alkermes assets, employees, liabilities and obligations (including employee benefits, intellectual property and tax-related assets and liabilities) attributable to periods prior to, at and after Mural s separation from Alkermes. These agreements will also govern certain relationships between Alkermes and Mural, or their respective subsidiaries, after the separation. For additional information regarding the separation agreement and other transaction agreements, see Risk Factors Risks Related to the Separation and Distribution and Certain Relationships and Related Person Transactions Relationship with Alkermes Agreements with Alkermes. |
| Who will manage Mural after the separation? | Mural s management team is expected to be led by Dr. Caroline Loew, who will serve as Mural s chief executive officer upon completion of the separation. For more information regarding our expected management team and leadership structure, see Management. | |
| Are there risks associated with owning Mural ordinary shares? | Yes. Ownership of Mural ordinary shares is subject to both general and specific risks related to Mural s business, the industry in which it operates, its ongoing relationships with Alkermes and its status as a new, independent, publicly traded company. Ownership of Mural ordinary shares is also subject to risks related to the separation. These risks are described in the Risk Factors section of this information statement beginning on page 22. You are encouraged to read that section carefully. | |
| Does Mural plan to pay dividends? | Mural does not expect to pay a regular cash dividend following the separation and distribution. The payment of any dividends in the future, and the timing and amount thereof, is within the discretion of Mural s board of directors. See Dividend Policy. | |
| Who will be the distribution agent, transfer agent and registrar for the Mural ordinary shares? | The distribution agent, transfer agent and registrar for Mural ordinary shares will be Computershare. Alkermes shareholders who have questions relating to the transfer or mechanics of the distribution should contact: | |
| Address: By Regular Mail: PO Box 43006 Providence, RI 02940-3006 United States By Overnight Delivery: 150 Royall Street, Suite 101 Canton, MA 02021 United States | ||
| Toll: +1 (781) 575 2879 Toll Free: +1 (866) 281 3760 | ||
| How can I contact Alkermes or Mural with any questions? | Before the distribution, if you have any questions relating to Alkermes or Mural or the transactions described herein, you should contact: | |
| Alkermes plc | ||
| Investor Relations | ||
| E-mail: investor_relations@alkermes.com | ||
| After the distribution, Mural shareholders who have any questions relating to Mural or its business should contact Mural at: | ||
| Mural Oncology plc | ||
| Tel: +1 (781) 614 0100 | ||
| E-mail: ir@muraloncology.com |
INFORMATION STATEMENT SUMMARY
The following is a summary of material information discussed in this information statement. This summary may not contain all the details concerning the
separation and distribution or other information that may be important to you. To better understand the separation and distribution and Mural s business and financial position, you should carefully review this entire information statement,
including the risks discussed under Risk Factors.