UK minnow Ark Therapeutics 55% - and a genuine firesale:
London, UK, 15 March 2013 - Further to the announcement by Ark Therapeutics Group plc ("Ark Plc" or the "Company") on 30 January 2013 the Company today announces that it is no longer in discussions in the context of a "formal sale process" as defined in The City Code on Takeovers and Mergers (the "FSP"). As such, the Company is no longer in an offer period for the purposes of the City Code on Takeovers and Mergers.
A large number of potential purchasers were approached pursuant to the competitively run FSP. Several potential purchasers requested non-disclosure agreements and entered the virtual data room to conduct due diligence investigations. However, save for Wölbern Private Equity GmbH ("WPE" or "Wölbern Private Equity") no other party who took part in the FSP made an offer and, on 28 February 2013, WPE withdrew its offer for the entire issued share capital of the Company. The board of directors of Ark Plc (the "Board" or the"Directors") has therefore terminated these discussions to pursue the disposal outlined below.
Rule 10.8 Waiver
The Board announces today the sale of the entire issued share capital of each of Ark Therapeutics Limited (including its wholly owned subsidiary Ark Therapeutics Oy) and Lymphatix Oy (together, the "Target Companies") to WKD Holding Oy (the "Purchaser"), a nominee of WPE (the "Disposal"). The principal business of the Target Companies is viral product focused contract development and manufacturing services with development and GMP manufacturing operations in Finland.
The Directors believe that the Disposal is in the best interests of Ark Plc and the shareholders of the Company (the "Shareholders") as a whole and that unless the Disposal was completed, the Company would have been unable to meet its financial commitments as they fell dueand consequently would have been unable to continue to trade.
The Board has therefore concluded, having taken and agreed with independent advice from Zolfo Cooper LLP (in relation to insolvency issues), its sponsor WG Partners, a trading name of Charles Stanley & Co. Limited ("WGP") and its legal advisers Ashurst LLP, that in the absence of an alternative proposal, of which there is none, that there would be no reasonable prospect of avoiding insolvent liquidation (i.e. filing for an insolvency process) imminently.
The United Kingdom Listing Authority (the "UKLA") has granted a waiver under Listing Rule 10.8 in respect of the requirement to prepare a circular and obtain shareholder approval for the Disposal, available only to companies in severe financial difficulty.
As a consequence of the Disposal, Ark Plc will have a net cash balance of approximately £1 million following settlement of all currently outstanding liabilities. Ark Plc is expecting the Woundcare business to continue to perform, so as to trigger the payment obligation of up to £0.926 million (in deferred consideration) as a result of the disposal of the Woundcare business in 2010.... |
