Full Press Release Details
Proposed $100 million Tender Offer at 250 pence per Ordinary Share
Schedule TO Amendment No. 1
PureTech Health plc (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 and on the website set up by the Company for the purposes of the Tender Offer at 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
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:
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:
The Company s representations and warranties under the Option Agreement
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
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.
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.
Jefferies International Limited
+44 (0) 20 3727 1000
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 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. 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