Pursuant to an announcement dated 16 May 2019, ESSA Pharma, Inc. (the “Bidder”) and Realm Therapeutics plc (the “Target”), announced their entry into a binding agreement for the acquisition of the entire issued and to be issued share capital of the Target by the Bidder (the “Acquisition”).
ACCESS TO THIS SECTION OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS OTHER THAN THE UNITED KINGDOM OR THE UNITED STATES. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE WEBSITE.
NOTE: ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE BY THE TARGET IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. THE ACQUISITION CANNOT BE VALIDLY ACCEPTED BY TARGET SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OFFER DOCUMENTS FROM THIS MICROSITE.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM OR UNITED STATES WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH THE TARGET REGARDS AS UNDULY ONEROUS (“RESTRICTED JURISDICTION”).
If you would like information on the Acquisition please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights.
Basis of access
The information contained on this Microsite in respect of the Acquisition is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.
The full terms and conditions of the Acquisition will be set out in the scheme circular sent to or made available to Target shareholders (“Scheme Document”). In considering the Acquisition, shareholders of the Target should only rely on the information contained, and procedures described, in the Scheme Document. Please note that this notice may be altered or updated. You should read it in full each time you access the Microsite.
The information contained on this Microsite speaks only at the date of the relevant document, announcement or information reproduced on this Microsite and, subject to any continuing obligations under applicable law or any relevant listing rules, the Target accepts no responsibility or duty to update any such document, announcement or information and reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of the Target is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of the Target, nor the Bidder, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
Target shareholders should seek advice from an independent financial adviser as to the suitability of any action for the shareholder concerned. Any shareholder action required in connection with the Acquisition will only be set out in the Scheme Document sent to or made available to Target shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in the Scheme Document.
Warning Concerning Forward-Looking Statements
All statements included in documents, announcements or information contained on the Microsite, other than statements or characterisations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 21E of the U.S. Exchange Act, other securities laws and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Whenever the document uses words such as, without limitation, “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may,” “predict,” “could,” “seek,” “forecast” and negatives or derivatives of these or similar expressions, they are making forward-looking statements. Examples of such forward-looking statements include, but are not limited to, references to the anticipated benefits of the Acquisition and the expected time of effectiveness of the Acquisition; statements concerning future drug development plans and projected timelines for the initiation and completion of preclinical and clinical trials; the potential for the results of ongoing preclinical or clinical trials and the efficacy of the drug candidates of the Target or the Bidder; the potential market opportunities and value of drug candidates; other statements regarding future product development and regulatory strategies, including with respect to specific indications; any statements regarding the future financial performance, results of operations or sufficiency of capital resources to fund its operating requirements or the Target or, where relevant, the Bidder; and any other statements that are not statements of historical fact. These forward-looking statements are based upon the Target’s or, where relevant, the Bidder’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur.
Shareholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those expressed or implied by the forward-looking statements. Important risk factors that may cause the Target’s or the Bidder’s actual results to differ materially from their forward-looking statements include, but are not limited to: (1) the Acquisition is subject to the satisfaction or waiver of certain conditions, including the receipt of requisite approvals by the Target’s Shareholders, and the sanction of the scheme by the Court, which conditions may not be satisfied or waived; (2) uncertainties as to the timing of the consummation of the Acquisition and the ability of each party to consummate the Acquisition; (3) the risk that the Acquisition disrupts the parties’ current operations or affects their ability to retain or recruit key employees; (4) the possible diversion of management time on Acquisition-related issues; (5) potential litigation relating to the Acquisition; (6) unexpected costs, charges or expenses resulting from the Acquisition; (7) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Acquisition; (8) substantial capital in the future to fund its operations and research and development; (9) the Bidder’s ability to continue to fund and successfully progress internal research and development efforts and to create effective, commercially-viable drugs; and (10) the fact that the Bidder’s compounds may not successfully complete pre-clinical or clinical testing, or be granted regulatory approval to be sold and marketed in the United States or elsewhere.
The information contained in Target’s annual report for the year ending 31 December 2018 distributed to shareholders and its filings with the SEC, including in its annual report on Form 20-F for the year ended 31 December 2018, identifies other important factors that could cause actual results to differ materially from those stated in or implied by the forward-looking statements in the documents, announcements or information contained on the Microsite. Target’s filings with the SEC are available on the SEC’s website at www.realmtx.com. You should not place undue reliance upon forward looking statements. Except as required by law, Target does not intend to update or change any forward looking statements as a result of new information, future events or otherwise.and its annual report previously distributed to shareholders is available at
Notice to U.S. Target investors
The Acquisition relates to shares of an English company and is proposed to be effected by means of a scheme of arrangement under English law. A transaction effected by means of a scheme of arrangement is not subject to any proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules.
The securities to be issued under the scheme have not been and will not be registered under the US Securities Act, or with any securities regulatory authority or under the securities laws of any state or other jurisdiction of the United States. Accordingly, such securities may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. Such securities are expected to be issued in the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.
For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereunder, the Target will advise the Court through counsel that it will rely on the Section 3(a)(10) exemption based on the Court's sanctioning of the scheme following a hearing on the fairness of the terms and conditions of the scheme to Target Shareholders, at which hearing all such 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 shareholders.
The securities to be issued as consideration pursuant to the Acquisition generally should not be treated as "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive securities under the scheme (other than "affiliates") may resell them without restriction under the US Securities Act.
It may be difficult for US Target Shareholders to enforce their rights and claims arising out of the US federal securities laws, since the target and the Bidder are incorporated in countries other than the United States, and some of their officers and directors may be residents of countries other than the United States. US Target Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
None of the securities referred to in the materials available on this Microsite has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained on this Microsite. Any representation to the contrary is a criminal offence in the United States.
U.S. Target Shareholders and Target ADS Holders also should be aware that the transaction contemplated herein may have tax consequences to them in the United States. U.S. Target Shareholders and Target ADS Holders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.
The materials found on this Microsite contain information in respect of the Acquisition. Viewing this information may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside the United Kingdom or United States who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this Microsite by clicking on the “I disagree” box.
By choosing the “I agree” option, you represent that you are not a national of, or resident in, a Restricted Jurisdiction, and that the Target is lawfully entitled to make the content of any communication or document in relation to the Acquisition available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to the Acquisition.
Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Acquisition. If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither the Target nor any of its respective advisers assumes any responsibility for any violation by any person of any of these restrictions.
This notice shall be governed by, and interpreted in accordance with, English law.
ACCEPTANCE OF DISCLAIMER
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