TIDMAMYT
RNS Number : 6674Z
Amryt Pharma PLC
21 May 2019
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INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
This announcement contains inside information within the meaning
of the EU Market Abuse Regulation 596/2014.
May 21 2019
AIM:AMYT
Euronext Growth: AYP
Amryt Pharma plc
("Amryt" or the "Company")
RECOMMED ACQUISITION OF AEGERION PHARMACEUTICALS
- Creates a rare disease business with two approved products -
lomitapide (Lojuxta(R) / Juxtapid(R)) and metreleptin (Myalept(R) /
Myalepta(R))
- $136.5m of 2018 built-in revenues, multiple growth
opportunities, and a robust pipeline for value creation
- Reunites the lomitapide franchise and transforms Amryt into a
global player in the orphan disease market
- Capitalizes on Amryt management's unique knowledge of
Aegerion's assets and European commercialization capabilities
- Presents the opportunity for meaningful expense synergies - $25m-$40m in 2020
- Pre-money implied transaction equity valuations: Amryt $120m and Aegerion $190.7m
- Contingent Value Rights ("CVRs") will be issued to Amryt
stakeholders that could result in the payment of up to an
additional $85m (settled in cash or stock) based on certain AP101
milestones being achieved
- Amryt plans to raise $60m in equity concurrent with closing of
the Transaction and certain Aegerion bondholders have agreed to
backstop this equity raise
- Establishes an appropriate capital structure and liquidity
profile to drive growth and create value
- Transaction already endorsed by 34.3% of Amryt's shareholders
and in excess of 67% of Aegerion's bondholders
- Management will host a conference call for analysts and
investors today at 1330 BST (0830 EDT) - dial-in details below
Amryt, a biopharmaceutical company focused on rare and orphan
diseases, today announces that it has reached agreement to acquire
(the "Transaction") Aegerion Pharmaceuticals ("Aegerion"), a
subsidiary of Novelion Therapeutics Inc. - NASDAQ:NVLN -
("Novelion"). The Transaction has been unanimously approved and
recommended by the Boards of Amryt, Aegerion and Novelion.
Transaction Rationale
The Company has built a diversified portfolio of drugs to treat
patients with rare and orphan diseases through the acquisition of
its AP101 and AP103 product lines and through the in-licencing of
the Lojuxta(R) product line. The Transaction is in line with the
Company's strategy to expand its product portfolio to enhance
shareholder value.
The Transaction will put Amryt on the path to creating a rare
and orphan disease company with a diversified offering of multiple
commercial and development stage assets and will provide it with
scale to support further growth. The Transaction will give Amryt an
expanded commercial footprint to market two US and EU approved
products, lomitapide (Juxtapid(R) (US/ROW) / Lojuxta(R) (EU)) and
metreleptin (Myalept(R) (US) / Myalepta(R) (EU)). Amryt's
leadership team already has a deep knowledge of both these products
and since December 2016 has successfully commercialized Lojuxta(R)
across Europe and the Middle East.
Dr. Joe Wiley, Chief Executive Officer of Amryt, commented: "The
acquisition of Aegerion accelerates our ambition to become a global
leader in treating rare conditions to help improve the lives of
patients where there is a high unmet medical need. By delivering
two substantial revenue-generating products and an enhanced
pipeline of promising development opportunities, this will
significantly strengthen our growth in highly attractive markets
globally. Amryt has a unique insight into both Aegerion and its
products, through our commercial success with Lojuxta(R) and given
that many of our senior management team previously worked at
Aegerion."
"With this Transaction we can continue the strong growth
trajectory already underway with Lojuxta(R) in Europe on a global
scale. It also delivers metreleptin, another highly compelling
commercial rare disease product alongside an established commercial
footprint in the US and internationally. This transformational deal
provides Amryt with the financial flexibility to fully execute our
medium-term growth plans, and is expected to deliver significant
shareholder returns."
Transaction Highlights:
-- Amryt has agreed to acquire Aegerion in an all-paper transaction
-- The combined group had 2018 pro-forma combined revenues of $136.5m
-- Pre-money implied transaction equity valuations: Amryt $120m and Aegerion $190.7m
-- Contingent Value Rights ("CVRs") will be issued to Amryt
stakeholders that could result in the payment of up to $85m
(settled in cash or stock) based on certain AP101 milestones being
achieved
-- Amryt plans to raise $60m in equity concurrent with closing
of the Transaction and certain Aegerion bondholders have agreed to
backstop this equity raise
-- This equity raise will be placed at a 20% discount to the implied transaction equity value
-- Aegerion's balance sheet is to be restructured through a US
Chapter 11 process prior to Amryt acquiring Aegerion - Aegerion
will continue to operate as usual during the Chapter 11 process
-- New loan facilities for the combined group will be put in
place, and the key terms of such facilities have been agreed -
Amryt's existing European Investment Bank facility is to be
repaid
-- The combined group's global HQ will be in Dublin, Ireland
with its US HQ in Boston, Massachusetts
-- Enlarged group to be re-admitted to AIM and Euronext Growth
on closing with a planned dual-listing on NASDAQ
-- Transaction already endorsed by 34.3% of Amryt shareholders
and in excess of 67% of Aegerion's bondholders
Rich Commercial Portfolio & Development Pipeline with a
Global Footprint
-- Amryt will have a differentiated, diverse, global offering of
multiple commercial and development stage rare disease assets,
including:
-- Two high-value commercial assets with multiple development
opportunities in complementary global markets
o Lomitapide (Juxtapid(R)(US)/Lojuxta(R)(EU)) for the treatment
of adult homozygous familial hypercholesterolemia (HoFH)
o Metreleptin (Myalept(R)(US) / Myalepta(R) (EU)), a leptin
hormone replacement therapy, approved in the US for Generalised
Lipodystrophy (GL), and recently in Europe for GL and Partial
Lipodystrophy (PL)
-- Additional near-term potential commercial opportunities for a
broadened Amryt portfolio of products
o Metreleptin as a potential treatment for partial lipodystrophy
(PL) in the US
o Lomitapide (Juxtapid(R)/Lojuxta(R)) as a potential treatment
for familial chylomicronemia syndrome (FCS)
o A lead development asset (AP101) for Epidermolysis Bullosa
("EB"), a >$1bn market opportunity in a pivotal Phase 3 trial,
which recently reported positive unblinded interim efficacy
analysis results and is anticipated will be fully enrolled by end
of H2 2019
o Novel gene therapy platform (AP103) which offers a potential
treatment for patients with EB and other topical indications
Value Creation
-- Enhanced scale of combined group expected to drive revenue growth and future profitability
-- Expected to deliver meaningful operational synergies over the
medium term - the Directors believe, on the work undertaken to
date, that the enlarged group can deliver operational synergies of
between $25m and $40m in 2020, rising further in 2021
-- Amryt's deep knowledge of Aegerion products is key to driving growth
-- Reunification of lomitapide brands provides potential to
replicate success of Lojuxta(R) in Europe with Juxtapid(R) in the
US
-- Opportunity to grow Myalepta(R) revenues with broader reach
across EU to accelerate recent launch
-- Delivers a ready-made commercial US infrastructure in advance of anticipated launch of AP101
-- Recapitalized business well-positioned to drive pipeline value
-- Planned NASDAQ listing to drive liquidity and investor reach
-- Opportunity for corporate restructuring to drive additional value
Board & Management
-- Team led by Dr Joe Wiley, CEO of Amryt
-- Strong international management with significant industry experience
-- Revised Board composition, on closing of the Transaction,
consisting of CEO and six Non-Executive Directors
-- New Board to be appointed on closing
Ben Harshbarger, Novelion's (parent company of Aegerion) Interim
Chief Executive Officer, said, "The combination of Amryt and
Aegerion will create a financially stronger and well-capitalized
rare disease company with two commercial products and a pipeline of
late stage rare disease products. Amryt's executive management team
has the depth of experience to commercialize Aegerion's marketed
products, as demonstrated by its ability to grow sales of
Lojuxta(R) in the European market, to develop and, if approved,
commercialize Amryt's late stage product candidate, AP101, and to
pursue additional potential indications for metreleptin and
lomitapide."
The Transaction constitutes a reverse takeover of the Company
under the Euronext Growth Rules and AIM Rules and requires
shareholder approval and the publication of an AIM and Euronext
Growth Admission Document (the "Admission Document") with details
of the Enlarged Group. Trading in Amryt's shares will be suspended
on both the AIM Market and the Euronext Growth Market with
immediate effect until the Admission Document has been published.
The Transaction is also conditional on the UK Takeover Panel
waiving the obligation on certain lenders of Aegerion to make a
general offer under Rule 9 of The UK Takeover Code, and on
independent Amryt shareholder approval being obtained for such
waiver and whitewash.
MTS Securities, LLC is serving as financial advisor and Gibson,
Dunn & Crutcher LLP is serving as legal advisor to Amryt in
this transaction. Shore Capital is acting as financial advisor,
NOMAD and Joint Broker to Amryt. Stifel Nicolaus Europe Limited are
Joint Broker to Amryt. Davy is acting as Euronext Growth Advisor
and Joint Broker to Amryt. Moelis & Co LLC is serving as
financial advisor to Aegerion.
Conference Call Details
Management will host a conference call for analysts today at
1330 BST (0830 EDT). Dial in details:
Conference ID: 3387304
From the UK/International: +44 (0) 2071 928000 / 0800 376
7922
From Ireland: (01) 431 9615 / 1800 936148
From the US: +1 631 510 7495 / 1 866 966 1396
A recording of the call will be available from 1830 (BST) today,
please email ir@amrytpharma.com for access details. The
presentation for today's call will be available to download shortly
before the call commences at
https://www.amrytpharma.com/newsroom/
Enquiries:
Amryt Pharma plc +353 (1) 518 0200
Dr. Joe Wiley, CEO
Rory Nealon, CFO/COO
Shore Capital +44 (0) 20 7408 4090
Financial Advisor, NOMAD and Joint
Broker
Edward Mansfield, Mark Percy, Daniel
Bush
Stifel +44 (0) 20 7710 7600
Joint Broker
Jonathan Senior, Ben Maddison
Davy +353 (1) 679 6363
Euronext Growth Advisor and Joint
Broker
John Frain, Daragh O'Reilly
Consilium Strategic Communications +44 (0) 20 3709 5700
Amber Fennell, Matthew Neal, David
Daley
About Amryt
Amryt is a biopharmaceutical company focused on developing and
delivering innovative new treatments to help improve the lives of
patients with rare or orphan diseases.
Lojuxta(R) is an approved treatment for adult patients with the
rare cholesterol disorder - Homozygous Familial
Hypercholesterolaemia ("HoFH"). This disorder impairs the body's
ability to remove low density lipoprotein ("LDL") cholesterol
("bad" cholesterol) from the blood, typically leading to abnormally
high blood LDL cholesterol levels in the body from before birth -
often ten times more than people without HoFH - and subsequent
aggressive and premature narrowing and blocking of blood vessels.
Lojuxta(R) is indicated as an adjunct to a low-fat diet and other
lipid-lowering medicinal products with or without LDL apheresis in
adult patients with HoFH.
Amryt is the marketing authorisation holder and has an exclusive
licence to sell Lojuxta(R) (lomitapide) across the European
Economic Area, Middle East and North Africa, Switzerland, Turkey,
Israel, Russia, the Commonwealth of Independent States and the
non-EU Balkan states.
Amryt's lead development candidate, AP101, is a potential
treatment for Epidermolysis Bullosa ("EB"), a rare and distressing
genetic skin disorder affecting young children and adults for which
there is currently no treatment. It is currently in Phase 3
clinical trials and recently reported positive unblinded interim
efficacy analysis results and is anticipated will be fully enrolled
by end of H2 2019 . The European and US market opportunity for EB
is estimated to be in excess of $1 billion.
In March 2018, Amryt in-licenced a pre-clinical gene-therapy
platform technology, AP103, which offers a potential treatment for
patients with Recessive Dystrophic Epidermolysis Bullosa, a subset
of EB, and is also potentially relevant to other genetic
disorders.
For more information on Amryt, please visit
www.amrytpharma.com.
About Novelion Therapeutics and Aegerion Pharmaceuticals
Novelion, through its subsidiary Aegerion Pharmaceuticals, is a
global biopharmaceutical company dedicated to developing and
commercializing therapies that deliver new standards of care for
people living with rare diseases. With a global footprint and an
established commercial portfolio, including Myalept/a(R)(R)
(metreleptin) and Juxtapid(R)(R) (lomitapide), their business is
supported by differentiated treatments that treat severe and rare
diseases.
Description of Transaction
-- Amryt has agreed to acquire Aegerion in an all-paper
transaction. On closing, the implied equity valuations of Amryt and
Aegerion will be $120m and $190.7m respectively. Amryt stakeholders
will also receive a Contingent Value Right ("CVR") of up to $85m,
in cash or stock, at the election of its board, subject to certain
regulatory approval and commercialization milestones of its
late-stage development product candidate, AP101.
-- Amryt plans to raise $60m in new equity concurrent with the
Transaction closing at a 20% discount to the implied transaction
valuations. The proceeds from this financing will be used to
continue to develop the combined group's pipeline, to develop
potential new indications for Amryt's late stage product
candidates, and to be used for general corporate purposes. Certain
Aegerion bondholders have agreed to backstop this capital
raise.
-- Amryt, Aegerion and Aegerion's key stakeholders have entered
into a "Restructuring Support Agreement" pursuant to which Aegerion
has filed for Chapter 11 in the United States and seek to
consummate the Transaction through a plan of reorganization that
has garnered the support of Aegerion's key creditors and
stakeholders. Pursuant to the plan of reorganization, upon
Bankruptcy Court approval, Amryt will acquire the reorganized
Aegerion in exchange for Amryt stock, which stock will be
distributed, together with other consideration in the form of new
debt, to certain Aegerion secured and unsecured creditors,
including Aegerion's convertible bond holders, certain unsecured
creditors and Novelion. As a result, Aegerion will emerge from
Chapter 11 after having discharged substantial pre-transaction
liabilities and with a reorganized and streamlined capital
structure that materially reduces its debt obligations.
-- To facilitate a smooth entry into Chapter 11, Aegerion has
arranged for financing to allow it to operate uninterrupted during
the Chapter 11 process, which financing will be repaid in cash
pre-closing or otherwise exchanged into the new $125m convertible
notes referred to below. Aegerion's bondholders have agreed to
support this transaction and oppose other potential transactions to
acquire Aegerion.
-- $125 million of new 5% convertible notes will be issued. The
notes will mature 5.5 years from closing and be convertible into
equity of Amryt at a 20% premium to the implied transaction
valuation. Aegerion's existing $50 million (in principal) secured
loan, held by certain funds managed by Athyrium Capital Management
and Highbridge Capital Management, as well as Amryt's existing
EUR20m (in principal) secured loan, will be converted and/or
refinanced into new first-lien secured debt of the Amryt Group,
which will have a cash interest rate of 6.5% per annum and an
additional 6.5% PIK ("Payment-in-kind") interest rate and will
mature 5 years from closing.
-- In connection with the Transaction, it is proposed that a
corporate reorganization of Amryt will be undertaken by way of a
scheme of arrangement, pursuant to which a new Irish incorporated
public company will become the new ultimate holding company of the
combined group.
Governance & Management
Amryt will continue to be listed on the London Stock Exchange's
Alternative Investment Market, Euronext Growth Market in Dublin and
after the Transaction will pursue a dual-listing on NASDAQ.
Following the Transaction, Amryt's global headquarters will be in
Dublin, Ireland and its US headquarters will be in Boston,
Massachusetts.
Upon the closing of the Transaction, the Amryt board will
consist of seven Directors including Dr. Joe Wiley (CEO). The six
Non-Executive Directors will be proposed as follows - two by Amryt
and four by Athyrium Capital Management and Highbridge Capital
Management (current Aegerion bondholders). The Chairperson of the
Board will be proposed by Amryt and will be unaffiliated with
Amryt, Novelion or Aegerion. All board appointments will be made by
mutual consent. Amryt will continue to be led by its executive
team, which will be supplemented by certain Aegerion executives on
both a transitional and permanent basis.
Conditions of the Transaction - Closing of the Transaction is
conditional, inter alia, on:
-- US Bankruptcy Court approval of the plan of reorganization
and all conditions precedent to consummation of the plan of
reorganization having been satisfied or waived;
-- the receipt of all necessary regulatory approvals and
confirmation of no injunction preventing consummation of the
Transaction;
-- the passing of all resolutions necessary in connection with
the Transaction by the shareholders of Amryt, such resolutions to
be set out in the Admission Document to be published by Amryt
including in relation to a scheme of arrangement in connection with
a corporate reorganization required to be undertaken in connection
with the Transaction and the issuance of the CVRs;
-- a waiver being granted by The Panel on Takeovers and Mergers
of the obligations which may otherwise arise pursuant to Rule 9 of
the Takeover Code for certain lenders of Aegerion to make a general
offer to the Company's shareholders for all the issued ordinary
shares in the capital of the Company as a result of the
distribution of Amryt shares to such lenders following the issuance
thereof to the Company as contemplated pursuant to the Transaction,
and such waiver being approved by the Company's shareholders by a
resolution duly passed by the requisite majority of Company's
shareholders entitled to vote on such resolution pursuant to the
Takeover Code and any requirement or direction issued by The Panel
on Takeovers and Mergers in connection therewith;
-- consummation of the backstopped equity raise of $60m;
-- the Restructuring Support Agreement not having terminated and
remaining in full force and effect;
-- re-admission of the enlarged group to trading on AIM;
-- completion of the agreed new term loan financing and the
issuance of certain new convertible notes by the reorganized Amryt
Group; and
-- certain other customary closing conditions.
Indicative Timetable
-- Announcement of Transaction - 21 May 2019
-- Publication of Admission Document - Early August 2019
-- Shareholder Meeting - Late August 2019
-- Launch of the Equity Fundraise - September 2019
-- Scheme of Arrangement Completion - September 2019
-- Closing of Aegerion's Chapter 11 Bankruptcy - Early Q4 2019
-- Completion of the Transaction and Equity Fundraise and re-Admission - Early Q4 2019
The above dates are indicative only and are subject to
change
IMPORTANT NOTICE
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTIONS").
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY IN ANY
JURISDICTION INCLUDING IN THE UNITED STATES. DISTRIBUTION OF THIS
ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
ABSENT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMED (THE "SECURITIES ACT"), OR AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, REGISTRATION. THE COMPANY HAS NOT AND
DOES NOT INT TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT,
AND DOES NOT INT TO OFFER ANY SECURITIES TO THE PUBLIC IN THE
UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. NO PUBLIC OFFERING
OF SECURITIES OF THE COMPANY IS BEING MADE IN THE UNITED STATES. NO
COMMUNICATION OR INFORMATION RELATING TO THE ISSUE AND OFFERING OF
SECURITIES MAY BE DISSEMINATED TO THE PUBLIC IN JURISDICTIONS OTHER
THAN THE UK WHERE PRIOR REGISTRATION OR APPROVAL IS REQUIRED FOR
THAT PURPOSE. NO ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN OFFER
OF SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED, OTHER THAN IN THE UK.
References in this announcement and these terms and conditions
to Davy refer to J&E Davy. References in these terms and
conditions to Shore Capital refer to Shore Capital Stockbrokers
Limited and/or Shore Capital and Corporate Limited as the context
admits.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by MTS
Securities LLC ("MTS"), Shore Capital or Davy or by any of their
respective affiliates or agents as to or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession this
announcement, or other information referred to herein, comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Transaction disclaim any responsibility or
liability for the violation of such requirements by any person.
This announcement has been prepared for the purposes of
complying with English law, the rules of AIM and Euronext Growth
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdictions
outside England and Wales.
Statements in this announcement with respect to each of Amryt's
and Aegerion's business, strategies, projected financial figures,
transaction synergies, earnings guidance, financial guidance,
future dividends and beliefs and with respect to the Transaction,
as well as other statements that are not historical facts are
forward-looking statements involving risks and uncertainties which
could cause the actual results to differ materially from such
statements. Statements containing the words "expect", "anticipate",
"intends", "plan", "estimate", "aim", "forecast", "project" and
similar expressions (or their negative) identify certain of these
forward-looking statements. The forward-looking statements in this
Announcement are based on numerous assumptions regarding the
Transaction and each of Amryt's and Aegerion's present and future
business strategies and the environment in which each of Amryt and
Aegerion will operate in the future. Forward-looking statements
involve inherent known and unknown risks, uncertainties and
contingencies because they relate to events and depend on
circumstances that may or may not occur in the future and may cause
the actual results, performance or achievements to be materially
different from those expressed or implied by such forward-looking
statements. These statements are not guarantees of future
performance or the ability to identify and consummate investments.
Many of these risks and uncertainties relate to factors that are
beyond each of Amryt's and Aegerion's ability to control or
estimate precisely, such as future market conditions, currency
fluctuations, the behaviour of other market participants, the
actions of regulators and other factors such as each of Amryt's and
Aegerion's ability to obtain financing, changes in the political,
social and regulatory framework in which each of Amryt and Aegerion
operates or in economic, technological or consumer trends or
conditions. Past performance should not be taken as an indication
or guarantee of future results, and no representation or warranty,
express or implied, is made regarding future performance. No person
is under any obligation to update or keep current the information
contained in this Announcement or to provide the recipient of it
with access to any additional relevant information that may arise
in connection with it. Such forward-looking statements reflect the
directors' current beliefs and assumptions and are based on
information currently available to management.
This announcement includes certain combined or pro forma
financial information for Aegerion and Amryt. Such combined or pro
forma financial information is preliminary in nature, only
represents current estimates of the potential impact of the
Transaction on Amryt, remains subject to change and is provided
solely for illustrative purposes. No reliance should be placed on
the combined or pro forma financial information contained in this
Announcement.
No statement in this announcement is intended to be a profit
forecast, and no statement in this announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited are, authorised and regulated in the United
Kingdom by the Financial Conduct Authority. Shore Capital and
Corporate Limited acts as nominated adviser to the Company for the
purposes of the AIM Rules. Shore Capital is acting exclusively for
the Company and for no one else in connection with the Transaction
and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Shore Capital or
for providing advice in relation to the Transaction, or any other
matters referred to in this announcement.
Davy, which is regulated in Ireland by the Central Bank of
Ireland, acts as the Euronext Growth adviser to the Company for the
purposes of the Euronext Growth Rules. Davy is acting exclusively
for the Company and for no one else in connection with the
Transaction and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Davy
or for providing advice in relation to the Transaction, or any
other matters referred to in this announcement. MTS is acting
exclusively for the Company and for no one else in connection with
the Transaction and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of
MTS or for providing advice in relation to the Transaction, or any
other matters referred to in this announcement.
Save for the responsibilities and liabilities, if any, of MTS,
Shore Capital and Davy under relevant laws or in respect of
fraudulent misrepresentation, no representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of MTS, Shore Capital, Davy or by their respective
affiliates, agents, directors, officers and employees as to, or in
relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACQCKDDPPBKKNPB
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