Realm Therapeutics Provides Corporate Update and Hires Advisor to Support Strategic Review including Formal Sale Process
"A full analysis of our Atopic Dermatitis study results showed a statistically significant efficacy signal in a sub-population treated with the higher dose formulation. However, the overall study results did not meet our threshold for continued investment and, as such, we have decided to discontinue all of our drug development programs, which are all based on the Company's proprietary technology," said
"We have engaged
Mr. Martin continued, "Our cash, cash equivalents and short-term investments were
There is no assurance that the exploration of strategic alternatives will result in a transaction or, if it does, the nature or the terms of any such transaction. Any potential strategic alternative will be evaluated by Realm's Board of Directors (the "Board"). The Company will provide appropriate updates as to the status of its strategic review, including the expected timing of the formal sale process about which a further announcement will be made shortly, but will not comment further regarding its evaluation of potential transactions, unless a transaction is recommended by the Board, or disclosure is appropriate in the Board's view, or for regulatory reasons.
Formal Sale Process
The Panel on Takeovers and Mergers (the "
Following this announcement, the Company is now considered to be in an "offer period" as defined in the Code, and the "dealing disclosure" requirements listed below will apply.
Parties with a potential interest in making a proposal should contact
There can be no certainty that any offer will be made, nor the terms on which any offer will be made, or that any transaction will ensue.
The Board reserves the right to alter or terminate the process at any time and, in such cases, will make an announcement as appropriate. The Board also reserves the right to reject any approach or terminate discussions with any interested party at any time.
The Company is not in discussions with, nor in receipt of an approach from, any potential offeror as at the date of this announcement.
The person who arranged for the release of this announcement on behalf of the Company was
Rule 2.9 Disclosures
In accordance with Rule 2.9 of the Code,
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Forward Looking Statements
Certain statements made in this announcement are forward-looking statements, including with respect to the Company's strategic plans, financial condition and cash position, exploration of strategic alternatives and commencement of a formal sale process. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. All statements contained in this announcement that do not relate to matters of historical fact should be considered forward-looking statements including with respect to the growth of the Company's Vashe® Wound care royalty stream; the ability to extract any value from the Company's portfolio of assets; and any outcome of a strategic alternative evaluation and potential formal sale process. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from the Company's expectations expressed or implied by the forward-looking statements, including, but not limited to, the following: the Company's history of operating losses; the recently announced results of the Company's Phase 2 trial of PR022 in Atopic Dermatitis; and the general uncertainty around future plans for the Company including the formal sale process. Additionally, the Company's discontinuation of all of its drug development programs and its exploration of strategic alternatives, including a potential sale of the Company, represents a material change in business strategy, which the Company may not be able to execute effectively, on its intended timeline or at all, and its failure to do so may impact the price and volatility of the Company's publicly traded ordinary shares and American Depositary Shares representing such ordinary shares. These risks and uncertainties and other important factors which are referred to in Exhibit 99.3 to the Company's Form 6-K furnished to the Securities and Exchange Commission (
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