RECOMMENDED CASH OFFER
at 10 pence per share
by
KPMG Corporate Finance
on behalf of
St. James’s MGP Limited (“St. James’s”)
for
ReNeuron Holdings plc (“ReNeuron”)
Summary
The board of St. James’s and the Independent Directors of ReNeuron are pleased to announce that they have reached agreement on the terms of a recommended cash offer, to be made by KPMG Corporate Finance on behalf of St. James’s, to acquire the entire issued share capital of ReNeuron not already owned or contracted to be acquired by St. James’s. St. James’s is a newly incorporated company formed in order to implement the Offer and is owned and controlled by the Merlin Consortium.
The Offer:
- will be 10 pence in cash for each ReNeuron Share to which the Offer relates;
- values the entire existing issued share capital of ReNeuron at approximately £3.6 million;
- represents a premium of approximately 129 per cent. to the Closing Price of 4.375 pence per ReNeuron Share on 14 February 2003, the last dealing day prior to the commencement of the Offer Period; and
- represents a premium of approximately 90 per cent. to the Closing Price of 5.25 pence per ReNeuron Share on 31 March 2003, the last dealing day prior to this Announcement.
ReNeuron has received financial advice from WestLB Panmure. The Independent Directors have received financial advice from Nabarro Wells under Rule 3 of the Code. The Independent Directors, who have been so advised by Nabarro Wells, consider the terms of the Offer to be fair and reasonable and accordingly will unanimously recommend the Offer.
St. James’s has entered into conditional agreements with certain members of the Merlin Consortium to acquire 18,888,890 ReNeuron Shares currently held by them (representing approximately 52.7 per cent. of ReNeuron’s existing issued share capital) in exchange for new St. James’s Shares. In addition, St. James’s has entered into conditional agreements with Dr Martin Edwards (the Chief Executive Officer of ReNeuron), Dr John Sinden (the Chief Scientific Officer and one of the founders of ReNeuron) and Dr Helen Hodges (a departmental head and one of the founders of ReNeuron) to acquire, in aggregate, 2,559,500 ReNeuron Shares currently held by them (representing approximately 7.1 per cent. of ReNeuron’s existing issued share capital) in exchange for new St. James’s Shares.
Accordingly, St. James’s has entered into conditional agreements to acquire, in aggregate, 21,448,390 ReNeuron Shares representing approximately 59.8 per cent. of ReNeuron’s existing issued share capital.
Commenting on the Offer:
Mark Clement, Chairman of St. James’s and a director of Merlin Biosciences Limited, said:
“We believe that the continued development of ReNeuron is best supported in a private company environment and, accordingly, it is our intention, following successful completion of the Offer, to cancel ReNeuron’s trading facility on AIM. The Offer, which will be recommended by the Independent Directors, presents a certain cash exit for shareholders.”
St. James’s has been advised by KPMG Corporate Finance.
ReNeuron has been advised by WestLB Panmure.
The Independent Directors (being Andrew Hayden, Michael Hunt and Professor Peter Stonier) have been advised by Nabarro Wells.
Notes to editors
The Merlin Consortium consists of The Merlin Fund, The Merlin Biosciences Fund and Merlin Equity Limited. The Merlin Fund and The Merlin Biosciences Fund are advised by Merlin Biosciences Limited, a specialised venture investor in life sciences companies. Since 1997, Merlin funds have invested in 24 European biotechnology companies and Merlin Biosciences Limited advises or manages funds of over e400 million. Merlin funds invest in companies that are focused on human medicine or medical-devices with groundbreaking technology and significant commercial potential. They have a reputation as hands-on investors with significant operational experience in the life sciences sector.
The Offer will be made subject to the conditions and further terms of the Offer set out in Appendix I and to be set out in the Offer Document and the Form of Acceptance, or otherwise as may be required to comply with the provisions of the City Code.
The Offer Document, setting out the details of the Offer and enclosing the notice of EGM, the Form of Acceptance and the form of proxy, will be dispatched to ReNeuron Shareholders shortly and in any event within twenty eight days of the date of this Announcement unless agreed otherwise by the Panel.
This summary should be read in conjunction with the full text of this Announcement.
KPMG Corporate Finance, a division of KPMG LLP which is authorised by the Financial Services Authority for investment business activities, is acting for St. James’s as financial adviser in relation to the Offer and is not acting for any other person in relation to the Offer. KPMG Corporate Finance will not be responsible to anyone other than St. James’s for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matter referred to herein.
WestLB Panmure, which is regulated in the United Kingdom by the Financial Services Authority, is acting only for ReNeuron as financial adviser (within the meaning of the Rules of the Financial Services Authority) and no one else in connection with the Offer and will not be responsible to anyone other than ReNeuron for providing the protections afforded to customers of WestLB Panmure or for providing advice in relation to the Offer.
Nabarro Wells, which is regulated in the United Kingdom by the Financial Services Authority, is acting only for the Independent Directors as financial adviser (within the meaning of the Rules of the Financial Services Authority) and no one else in connection with the Offer and will not be responsible to anyone other than the Independent Directors for providing the protections afforded to customers of Nabarro Wells or for providing advice in relation to the Offer.
The availability of the Offer to persons who are not resident in the UK may be affected by the laws of the relevant jurisdiction. Persons who are not resident in the UK should inform themselves about and observe any applicable requirements.
The Offer will not be made, directly or indirectly, in, into or from, or by the use of mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of United States, Canada, Australia or Japan and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities from within the United States, Canada, Australia or Japan. Accordingly, copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, Japan and persons receiving this Announcement (including custodians, nominees and trustees) must not mail or otherwise forward, transmit, distribute or send it in, into or from the United States, Canada, Australia or Japan.
This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.
Further information
St. James’s
Mark Clement, Chairman
Samantha Axtell
+44 20 7849 7762
KPMG Corporate Finance
Michael Higgins
Richard Barlow
+44 20 7311 1000
Financial Dynamics
David Yates
Ben Atwell
+44 20 7831 3113
ReNeuron
Dr Martin Edwards, Chief Executive Officer
+44 1483 302560
Nabarro Wells
Marc Cramsie
Harry Sutherland
+44 20 7710 7400
WestLB Panmure
Nicholas Wells
Ronald Openshaw
+44 20 7020 4000