POLB Poolbeg Pharma Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE. 

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

30 January 2025

Poolbeg Pharma plc

("Poolbeg" or the "Company")

Combination of Poolbeg and HOOKIPA Pharma Inc.

Offer Update - Extension to PUSU Deadline

On 2 January 2025, HOOKIPA Pharma Inc. ("HOOKIPA") and Poolbeg Pharma plc ("Poolbeg") announced that they have entered into non-binding discussions for an all-share acquisition by HOOKIPA of Poolbeg (the "Possible Offer" and the "2.4 Announcement", respectively) to create a strong clinical-stage biopharmaceutical company focused on developing and commercialising innovative medicines for critical unmet medical needs, with a special focus on next-generation immunotherapies for the treatment of cancer and other serious diseases. Since then, the respective HOOKIPA and Poolbeg management teams have been holding extensive positive discussions and working constructively through the due diligence process, which is ongoing. The 2.4 Announcement stated that, in accordance with Rule 2.6(a) of the Code, HOOKIPA is required, by not later than 5.00 p.m. (London time) on 30 January 2025 (the "PUSU Deadline"), to do one of the following: (i) announce a firm intention to make an offer for Poolbeg in accordance with Rule 2.7 of the Code; or (ii) announce that it does not intend to make an offer for Poolbeg, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

In order to allow further time for the diligence exercise and discussions to be completed, the Board of Poolbeg has requested that the Panel extend the PUSU Deadline in accordance with Rule 2.6(c) of the Code.

In light of this request, an extension has been granted by the Panel and, in accordance with Rule 2.6(a) of the Code, HOOKIPA is now required, by not later than 5.00pm on 27 February 2025, either to announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be further extended with the consent of the Panel, at Poolbeg's request, in accordance with Rule 2.6(c) of the Code.

As announced on 10 January 2025, Gilead Sciences Inc. ("Gilead") has indicated its intention to vote consistent with the HOOKIPA Board's recommendation if a formal offer were to be made and to participate in the proposed concurrent Fundraise in an amount up to $8.7495 million, consistent with its current contractual obligations. HOOKIPA has a strategic partnership with Gilead on its HBV and HIV programs, with potential of up to $417.5m in future opt-in, development and commercial milestones, in addition to the potential for significant sales royalties.

As detailed in the 2.4 Announcement and in accordance with Rule 2.5 of the Code, HOOKIPA reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer and vary the transaction structure. HOOKIPA also reserves the right to amend the terms of any offer:

a)   with the recommendation or consent of the Poolbeg board;

b)   if Poolbeg announces, declares or pays any dividend or any other distribution or return of value to shareholders after the date of this announcement, in which case HOOKIPA reserves the right to make an equivalent reduction to the terms of its proposal;

c)   following the announcement by Poolbeg of a Rule 9 waiver pursuant to the Code; or

d)   if a third party announces a firm intention to make an offer for Poolbeg.

There can be no certainty that any offer will ultimately be made for the Company. Defined terms in this announcement are the same as the 2.4 Announcement except as otherwise stated.

A further announcement will be made when appropriate. This announcement has been made with the consent of HOOKIPA.

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). Upon publication of this announcement, this inside information will be considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of the Company is Cathal Friel, Chairman.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the Financial Conduct Authority for investment business activities, is acting exclusively as financial adviser to Poolbeg Pharma plc in relation to the matters set out in this announcement and is not acting for any other person in relation to such matters. Cavendish will not be responsible to anyone other than Poolbeg Pharma plc for providing the protections afforded to its clients or for providing advice in connection with any matters referred to in this announcement or otherwise.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together, "Shore Capital"), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for Poolbeg Pharma plc and no one else in relation to the matters set out in this announcement and will not be responsible to anyone other than Poolbeg for providing the protections offered to clients of Shore Capital or for providing advice in relation to the matters referred to herein.

J&E Davy Unlimited Company ("Davy"), which is authorised and regulated in Ireland by the Central Bank of Ireland and in the United Kingdom by the Financial Conduct Authority, is acting as broker exclusively for Poolbeg Pharma plc and no one else in relation to the matters set out in this announcement and will not be responsible to anyone other than Poolbeg for providing the protections offered to clients of J&E Davy or for providing advice in relation to the matters referred to herein.

Moelis & Company LLC ("Moelis") is acting as financial adviser to HOOKIPA in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than HOOKIPA for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement. Neither Moelis nor any of its subsidiaries, branches or affiliates and their respective directors, officers, employees or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Moelis in connection with this announcement, any statement contained herein or otherwise.

Canaccord Genuity LLC ("Canaccord") is acting as financial adviser to Poolbeg Pharma plc in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than Poolbeg for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement. Neither Canaccord nor any of its subsidiaries, branches or affiliates and their respective directors, officers, employees or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord in connection with this announcement, any statement contained herein or otherwise.

Publication on website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on the Company's website -https://www.poolbegpharma.com/investors/potential-combination/ and HOOKIPA's website - https://ir.hookipapharma.com/potential-combination# by no later than 12 noon (London time) on the business day following the release of this announcement in accordance with Rule 26.1 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Note

References to "Code" are to the rules of the City Code on Takeovers and Mergers. The terms "offeror", "offeree company", "offer period", "interested" (and related variations), "relevant securities", "deals" (and related variations) and "acting in concert" all bear the same meanings given to them in the City Code on Takeovers and Mergers