TIDMIRSH TIDMMSTY
Mainstay Medical International plc ("Mainstay" or the "Company",
Euronext Paris: MSTY.PA and Euronext Growth operated by Euronext
Dublin (MSTY.IE), a medical device company focused on bringing to
market ReActiv8, an implantable restorative neurostimulation system
to treat disabling Chronic Low Back Pain, today announces strategic
plans designed to maximize shareholder value as the Company
continues to make progress on its premarket approval application
(PMA) seeking FDA approval for ReActiv8. These plans include the
establishment of a new holding company and the delisting of its
Shares from Euronext Growth and Euronext Paris.
The new company, Mainstay Medical Holdings plc ("Mainstay
Holdings"), is a recently incorporated company registered in
Ireland. It is intended that this new corporate structure will be a
corporate reorganization implemented by means of a scheme of
arrangement under Chapter 1 of Part 9 of the Companies Act 2014
(the "Reorganization"). The Reorganization requires approval by
shareholders of Mainstay ("Mainstay Shareholders") and by the
Court.
Two separate general meetings of shareholders in Mainstay, as
described below, are expected to be convened for the same day and
location and further information will be made available in due
course through the publication of a circular by Mainstay.
ADDITIONAL INFORMATION
1. Introduction
Mainstay is a medical device company focused on bringing to
market ReActiv8, an implantable restorative neurostimulation system
to treat disabling Chronic Low Back Pain. The Company is
headquartered in Dublin, Ireland with subsidiaries operating in
Ireland, the US, Australia, Germany and the Netherlands. The
Company's ordinary shares are currently listed on Euronext Paris
and the Euronext Growth market operated by Euronext Dublin
("Euronext Growth") (the "Listings"). The Company will shortly
commence the process for Mainstay Shareholder and Court approval
for the introduction of Mainstay Holdings and the delisting of the
Mainstay ordinary shares from Euronext Paris and Euronext Growth
(the "Delisting").
2. Reasons for and benefits of the Reorganization
Since the IPO in 2014 there has been limited trading in the
Company's ordinary shares on Euronext Growth and Euronext Paris.
Therefore, Mainstay Shareholders have not been able to take
advantage of the liquidity benefit typically associated with an
active trading market for such Listings. The lack of liquidity has
had a disproportionate impact on the share price, with poor demand
for shares and thin volumes leading to large volatility in price.
In addition, most shares are held by investment funds with a long
term investment horizon who have not sought to actively trade their
shares, leading to a lack of supply in the market. The Mainstay
board of directors believes that the lack of liquidity has been a
significant contributing factor to downward pressure on the price
of the Company's ordinary shares. Furthermore the Listings require
significant expenditure on legal and regulatory advice given the
unique listing status of Mainstay and required compliance with
applicable stock exchange rules, EU prospectus law and the EU
Market Abuse Regulation (596/2014) (the "Market Abuse
Regulations"), together with the related costs, such as
professional fees payable to stock exchange advisers, lawyers,
accountants and PR advisers. As such, having completed a detailed
review of the alternatives available to the Mainstay Group in light
of the above facts, the Mainstay board of directors has concluded
that the time and expense involved in maintenance of the Listings
is not justified for the Company given its size and stage of
development. Accordingly, it has concluded that the Delisting would
be in the best interests of the Company and its shareholders as a
whole and, after consultation with its advisors, believes that the
Reorganization would be the most efficient process to effect the
proposed Delisting.
Mainstay is proposing to undertake a group reorganisation which
will involve the establishment of a new group holding company
(Mainstay Holdings) directly above Mainstay. Mainstay Holdings will
have the usual activities of a holding company (including the
overall stewardship and governance of the Mainstay Group).
Should Mainstay Shareholders approve the Reorganization, thereby
establishing Mainstay Holdings as the new group holding company of
the Mainstay Group, this will result in Mainstay's ordinary shares
being delisted from Euronext Paris and Euronext Growth.
3. Principal features of the Reorganization
A scheme of arrangement is a formal procedure under the
Companies Act that is commonly used to carry out corporate
reorganizations and is, in the view of the Mainstay Board, the best
way of achieving the proposed reorganization of the Mainstay Group
and the Delisting.
Under the Companies Act, a scheme of arrangement must be
approved at a special meeting or meetings of shareholders convened
by either the directors of the company or the High Court of Ireland
(the "Court") for the specific purpose of approving the
Reorganization. A special meeting or meetings of all Mainstay
Shareholders will be convened in order to approve the
Reorganization (the "Scheme Meeting"). All Mainstay Shareholders at
the applicable record time (being the "Scheme Shareholders") will
be entitled to attend and vote at the Scheme Meeting.
An extraordinary general meeting (the "Extraordinary General
Meeting" or "EGM", and together with the Scheme Meeting, the
"Meetings") of all Mainstay Shareholders will also be convened for
immediately after the Scheme Meeting, in order to authorize the
Mainstay Board to take such action as it considers necessary or
appropriate to put the Reorganization into effect (the
"Resolution"). All Mainstay Shareholders at the applicable record
time will be entitled to attend the Extraordinary General
Meeting.
The Reorganization requires the approval of the Scheme
Shareholders at the Scheme Meeting and the approval of the
Resolution by Mainstay Shareholders at the Extraordinary General
Meeting and the subsequent approval of the Court. The Resolution
will, if approved by Mainstay Shareholders, also grant the
directors of Mainstay authority to effect the Delisting.
If the Reorganization becomes effective, all ordinary shares in
Mainstay (the "Shares") will be transferred to Mainstay Holdings,
and the Shareholders at the applicable record time will receive one
ordinary share in Mainstay Holdings (the "Mainstay Holdings
Shares") for each Share transferred to Mainstay Holdings, under the
Reorganization.
No application will be made to have the Mainstay Holdings Shares
admitted to listing on Euronext Growth, Euronext Paris or the
market of any other stock exchange.
The Irish Takeover Panel has, pursuant to its powers under the
Takeover Rules, provided a derogation from the application of the
Takeover Rules to the Reorganization. The Reorganization is not
subject to the tender offer rules under the General Regulation of
the Autorité des marchés financiers, the French Financial Market
Authority (the "AMF") or to authorization by the AMF.
4. Other effects of the Reorganization and Delisting
If the Reorganization becomes effective and the Delisting
occurs, there will be a number of consequences for Mainstay and its
shareholders, further details of which will be set out in the
Circular.
5. Revised lender arrangements
As part of, and conditional on the Reorganization becoming
effective, Mainstay and IPF Partners ("IPF") have agreed to roll-up
certain of the existing facility and warrant arrangements between
Mainstay and IPF so that these arrangements will apply at the
Mainstay Holdings level upon the Reorganization becoming effective.
The facility agreement will be amended so that the automatic
conversion mechanics will engage when FDA approval has been
received in respect of ReActiv8 and Mainstay Holdings completes an
issuance of shares at a price of EUR6.00 per Mainstay Holdings
Share for a total aggregate amount of EUR20 million. In addition,
certain additional rights will be granted to IPF conditional on the
Reorganization becoming effective. Under these new arrangements IPF
will be entitled to appoint an observer to the board of directors
of Mainstay Holdings. IPF's prior written consent will also be
required for Mainstay Holdings to complete an equity raising
transaction by means of a share issuance where (i) shares in
Mainstay Holdings are to be issued at a price below EUR6.00 per
share and (ii) 49% or more of the aggregate value of the share
issuance is to be contributed by institutional shareholders in
Mainstay Holdings who are represented on the board of directors of
Mainstay Holdings at the time of agreement to enter into such
equity raising transaction. This restriction shall cease upon
satisfaction of certain conditions including full satisfaction of
the monies owed under the IPF facility agreement, whichever is the
earlier.
6. Expected timetable of key events
Mainstay expects that it will publish and post to Mainstay
Shareholders in the coming weeks a circular setting out details of
the Reorganization and all related matters (the "Circular"),
including notices of the Mainstay shareholder meetings. The
Meetings are expected to be held in May 2020. A further
announcement will be made by Mainstay confirming the timing for
publication of the Mainstay circular and the date, times and venue
for the Mainstay shareholder meetings.
If the relevant approvals are obtained, the Reorganization is
expected to become effective at some time in May or June 2020. The
admission of the Mainstay ordinary shares to trading on Euronext
Growth and Euronext Paris is expected to be cancelled shortly after
the Reorganization becomes effective.
Mainstay is closely monitoring Irish Government restrictions to
minimise the spread of COVID-19, which may impact the expected
timetable described above. In that event, appropriate announcements
will be issued through a regulatory information service and
published on Mainstay's website.
This Announcement contains inside information for the purposes
of the Market Abuse Regulation.
The person responsible for arranging release of this
Announcement on behalf of Mainstay is Matt Onaitis.
About Mainstay
Mainstay is a medical device company focused on commercializing
an innovative implantable restorative neurostimulation system,
ReActiv8(R), for people with disabling Chronic Low Back Pain
(CLBP). The Company is headquartered in Dublin, Ireland. It has
subsidiaries operating in Ireland, the United States, Australia,
Germany and the Netherlands, and is listed on the regulated market
of Euronext Paris (MSTY.PA) and Euronext Growth operated by
Euronext Dublin (MSTY.IE).
About Chronic Low Back Pain
One of the root causes of CLBP is impaired control by the
nervous system of the muscles that dynamically stabilize the spine.
ReActiv8 is designed to electrically stimulate the nerves
responsible for contracting these muscles to improve dynamic spine
stability, allowing the body to recover from CLBP.
People with CLBP usually have a greatly reduced quality of life
and score significantly higher on scales for pain, disability,
depression, anxiety and sleep disorders. Their pain and disability
can persist despite the best available medical treatments, and only
a small percentage of cases result from an identified pathological
condition or anatomical defect that may be correctable with spine
surgery. Their ability to work or be productive is seriously
affected by the condition and the resulting days lost from work,
disability benefits and health resource utilization put a
significant burden on individuals, families, communities, industry
and governments.
Further information can be found at
www.mainstay-medical.com.
CAUTION -- in the United States, ReActiv8 is limited by federal
law to investigational use only.
Forward looking statements
This announcement includes statements that are, or may be deemed
to be, forward looking statements. These forward looking statements
can be identified by the use of forward looking terminology,
including the terms "anticipates", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "should", "will",
or "explore" or, in each case, their negative or other variations
or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward
looking statements include all matters that are not historical
facts. They appear throughout this announcement and include, but
are not limited to, statements regarding the Company's intentions,
beliefs or current expectations concerning, among other things, the
establishment of a new holding company of the Mainstay Group and
the delisting of the Company's ordinary shares from Euronext Paris
and the Euronext Growth market of Euronext Dublin.
By their nature, forward looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Forward looking statements are not guarantees of future
performance, and the actual results of the Company's operations,
the development of its main product, and the markets and the
industry in which the Company operates may differ materially from
those described in, or suggested by, the forward looking statements
contained in this announcement. In addition, even if the Company's
results of operations, financial position and growth, and the
development of its main product and the markets and the industry in
which the Company operates are consistent with the forward looking
statements contained in this announcement, those results or
developments may not be indicative of results or developments in
subsequent periods. A number of factors could cause results and
developments of the Company to differ materially from those
expressed or implied by the forward looking statements, including,
without limitation, shareholder approval of the scheme of
arrangement, the outcome of the Company's interactions with the FDA
on a PMA application for ReActiv8 and the successful launch and
commercialization of ReActiv8. As a result, investors should not
rely on such forward-looking statements in making their investment
decisions. No representation or warranty is made as to the
achievement or reasonableness of, and no reliance should be placed
on, such forward-looking statements. The forward-looking statements
herein speak only at the date of this announcement. None of
Mainstay, the Mainstay Board, Mainstay Holdings or the Mainstay
Holdings Board assume any obligation to update or correct the
information contained in this announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required. Nothing contained in this announcement shall be
deemed to be a forecast, projection or estimate of the future
financial performance of the Mainstay Group except where expressly
stated.
Important Notices
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
The contents of this announcement are not to be construed as
legal, financial or tax advice. Each prospective investor should
consult his own legal adviser, financial adviser or tax adviser for
legal, financial or tax advice, respectively.
Disclaimers
This announcement and the information it contains does not
constitute and shall not be considered as constituting a public
offer, an offer to subscribe or an intention to solicit the
interest of the public for a public offering of Mainstay's
securities in Ireland, France, the United Kingdom, the United
States or any other jurisdiction. This announcement does not
comprise a prospectus or a prospectus equivalent document.
With respect to Member States of the European Economic Area, no
action has been taken or will be taken to permit a public offering
of the securities referred to in this announcement which would
require the publication of a prospectus in any Member State. There
will be no offer to the public of Mainstay Holdings Shares in any
Member State of the European Economic Area and no prospectus or
other offering document has been or will be prepared in connection
with the issue of Mainstay Holdings Shares.
J&E Davy, trading as Davy, which is authorised and regulated
in Ireland by the Central Bank of Ireland, is acting exclusively
for the Company and Mainstay Holdings and no one else in connection
with the Reorganization and will not be responsible to anyone other
than the Company and Mainstay Holdings for providing the
protections afforded to its clients or for providing any advice in
relation to the Reorganization or any matter referred to
herein.
The release, publication or distribution of this announcement
and the documents referred to herein in jurisdictions other than
Ireland, France and the United Kingdom may be restricted by law and
therefore persons into whose possession any of this announcement
and the documents referred to herein come should inform themselves
about, and observe, any applicable restrictions or requirements.
Any failure to comply with such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, Mainstay and Mainstay
Holdings disclaim any responsibility or liability for the violation
of such requirements by any person.
Notice to investors in the United States
The Reorganization relates to the shares of an Irish company (a
"foreign private issuer" as defined under Rule 3b-4 under the U.S.
Securities Exchange Act of 1934 (the "Exchange Act")) and is
proposed to be made by means of a scheme of arrangement provided
for under, and governed by, Irish law (the "Scheme"). Neither the
proxy solicitation rules nor the tender offer rules under the
Exchange Act will apply to the Scheme. Accordingly, the Mainstay
Holdings Shares to be issued pursuant to the Scheme have not been
and will not be registered under the U.S. Securities Act of 1933
(the "Securities Act") or under the relevant securities laws of any
State or territory or other jurisdiction of the United States, and
are expected to be offered in the United States in reliance upon
the exemption from the registration requirements of the Securities
Act provided by section 3(a)(10) thereof and exemptions provided
under the laws of the States of the United States in which eligible
Scheme Shareholders may reside.
For the purpose of qualifying for the exemption from the
registration requirements of the Securities Act provided by section
3(a)(10) thereof with respect to the Mainstay Holdings Shares
issued pursuant to the Scheme, Mainstay will advise the Court that
its sanctioning of the Scheme will be relied upon by Mainstay
Holdings as an approval of the Scheme, following a hearing on its
fairness to Scheme Shareholders at which hearing all Scheme
Shareholders are entitled to attend in person or through counsel to
support or oppose the sanctioning of the Scheme and with respect to
which notification has been given to all such Scheme
Shareholders.
The Mainstay Holdings Shares to be issued under or in connection
with the Scheme to a Scheme Shareholder who is neither an
affiliate, for the purpose of the Securities Act, of Mainstay or
Mainstay Holdings on or prior to the time the Scheme becomes
effective nor an affiliate of Mainstay Holdings at the time the
Scheme becomes effective (the "Scheme Effective Time") would not be
"restricted securities" under the Securities Act. Scheme
Shareholders who are affiliates of Mainstay or Mainstay Holdings on
or prior to the Scheme Effective Time or affiliates of Mainstay
Holdings after the Scheme Effective Time may, under Rule 145(d)
under the Securities Act, be subject to timing, manner of sale and
volume restrictions on the sale of Mainstay Holdings Shares
received in connection with the Scheme. For the purpose of the
Securities Act, an affiliate of either Mainstay or Mainstay
Holdings is any person who directly or indirectly through one or
more intermediaries controls, or is controlled by, or is under
common control with Mainstay or Mainstay Holdings respectively.
Whether a person is an affiliate of either Mainstay or Mainstay
Holdings for the purpose of the Securities Act depends on the
circumstances. Persons who believe that they may be affiliates of
either Mainstay or, after the Scheme Effective Time, Mainstay
Holdings should consult their own legal advisers prior to any sale
of the Mainstay Holdings Shares received upon the implementation of
the Scheme.
The Scheme is subject to the disclosure requirements and
practices applicable in Ireland to schemes of arrangement, which
differ from the disclosure and other requirements of U.S.
securities laws.
Mainstay and Mainstay Holdings are both incorporated under the
laws of Ireland. Some or all of the officers and directors of
Mainstay and Mainstay Holdings may be residents of countries other
than the United States. It may not be possible to sue Mainstay and
Mainstay Holdings in a non-U.S. court for violations of U.S.
securities laws. It may be difficult to compel Mainstay, Mainstay
Holdings and their respective affiliates to subject themselves to
the jurisdiction and judgment of a U.S. court. It may not be
possible to enforce in Ireland a judgment of a U.S. court in
respect of violations of U.S. securities law.
None of the securities referred to in this announcement have
been approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or
any other U.S. regulatory authority, nor have such authorities
passed upon or determined the adequacy or accuracy of the
information contained in this announcement. Any representation to
the contrary is a criminal offence in the United States.
There will be no public offer of securities in the United
States.
PR and IR Enquiries:
LifeSci Advisors, LLC
Brian Ritchie
+1 (212) 915-2578
britchie@lifesciadvisors.com
FTI Consulting (for Ireland)
Jonathan Neilan or Patrick Berkery
+353 1 765 0886
mainstay@fticonsulting.com
Euronext Advisers:
Davy
Fergal Meegan or Barry Murphy
+353 1 679 6363
fergal.meegan@davy.ie or barry.murphy2@davy.ie
View source version on businesswire.com:
https://www.businesswire.com/news/home/20200407005588/en/
CONTACT:
Mainstay Medical International plc
SOURCE: Mainstay Medical International plc
Copyright Business Wire 2020
(END) Dow Jones Newswires
April 07, 2020 10:23 ET (14:23 GMT)
Mainstay Medical (LSE:0QUD)
Historical Stock Chart
Von Aug 2024 bis Sep 2024
Mainstay Medical (LSE:0QUD)
Historical Stock Chart
Von Sep 2023 bis Sep 2024