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Highlights
Cash Offer: Each Scheme Shareholder is entitled to receive 62.5 pence in cash per Scheme Share, valuing Alliance at approximately £349.7 million.
Premium Offer: The Cash Offer represents a significant premium of 40.9% to the closing price of Alliance shares on 9 January 2025 and higher premiums compared to earlier prices, reflecting a strong offer for shareholders.
Alternative Offer Option: Scheme Shareholders can choose to exchange their shares for unlisted Rollover Shares under the Alternative Offer, offering a potential different form of participation in the acquisition.
Aegros Bidco Limited ("Bidco") and Alliance Pharma plc ("Alliance") have announced the terms of a recommended acquisition of Alliance by Bidco for the entire issued and to be issued ordinary share capital of Alliance (excluding shares held by DBAY Advisors Limited). The transaction will be implemented through a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
Terms of the Acquisition
The acquisition offer consists of a Cash Offer of 62.5 pence per Scheme Share, valuing Alliance at approximately £349.7 million on a fully diluted basis. This offer provides an attractive premium for Alliance shareholders, with the Cash Offer representing a 40.9% premium over the 9 January 2025 closing price of 44.4 pence, and a 112.9% premium to the closing price of 29.4 pence on 8 May 2024, just prior to DBAY Advisors' initial approach.
In addition to the Cash Offer, there is an Alternative Offer available for eligible Scheme Shareholders. Those who choose this option will exchange some or all of their shares for Rollover Loan Notes, which will later be converted into Rollover Shares in Midco. These shares, which are unlisted, non-transferable, and without voting rights, will be issued within 14 days of the Effective Date of the transaction.
Financial Considerations and Adjustments
The Cash Offer will be reduced if any dividends or distributions are paid by Alliance between the date of the announcement and the Effective Date. In such a case, Bidco reserves the right to adjust the consideration accordingly. However, Alliance shareholders will retain any dividends or returns declared before the Effective Date.
Rollover Option Details
The Alternative Offer allows Scheme Shareholders to participate in the rollover of their shares by exchanging them for Rollover Shares. These shares will be issued in accordance with the terms outlined in the Scheme Document, and will not be transferable except in limited circumstances. The Rollover Shares will not carry voting rights, except under certain conditions.
Investec, as financial adviser to Bidco, will provide an estimate of the value of the Rollover Shares, including the assumptions and qualifications related to their valuation, which will be included in the Scheme Document.
