HOOKIPA Pharma Inc. (“HOOKIPA”) Statement regarding potential combination for Poolbeg Pharma plc (“Poolbeg”)

Rhea-AI Summary

HOOKIPA Pharma has announced its decision not to proceed with the previously discussed all-share acquisition of Poolbeg Pharma plc. This decision follows the non-binding discussions announced on January 2, 2025, and a subsequent PUSU extension on January 30, 2025.

The company reserves the right to revisit this decision under specific circumstances, including: agreement from Poolbeg's board, announcement of a third-party offer for Poolbeg, announcement of a Rule 9 waiver or reverse takeover by Poolbeg, or if the Panel on Takeovers and Mergers determines a material change in circumstances.

Moelis & Company is acting as financial adviser to HOOKIPA in this matter. The announcement will be available on HOOKIPA's website by noon the following business day.

Positive

• None.

Negative

• Termination of potential acquisition deal with Poolbeg Pharma
• Loss of potential business expansion opportunity

Insights

M&A Financial Analyst

The termination of acquisition talks between HOOKIPA Pharma and Poolbeg Pharma marks a significant strategic pivot that warrants careful analysis. With HOOKIPA's modest market capitalization of $22.7 million, this withdrawal suggests potential concerns about transaction feasibility or valuation alignment in the current market environment.

Several key implications emerge from this development:

• The decision to terminate talks rather than pursue price negotiations indicates either fundamental disagreements on valuation or strategic fit, particularly noteworthy in today's challenging biotech funding environment.
• The inclusion of Rule 2.8 reservations is particularly significant, as it keeps the door open for future discussions under specific circumstances. This suggests that while immediate combination plans are halted, HOOKIPA remains open to strategic alternatives.
• The timing of this withdrawal, coming after a PUSU (Put Up or Shut Up) extension, indicates that despite additional due diligence time, the parties couldn't align on fundamental terms.

This development reflects broader industry dynamics where small-cap biotech companies face increasing pressure to consider strategic combinations to achieve operational efficiency and market relevance. The withdrawal might signal a more cautious approach to M&A in the biotech sector, particularly among companies with market capitalization seeking to preserve capital and maintain strategic flexibility.

NEW YORK and VIENNA, Austria, Feb. 20, 2025 (GLOBE NEWSWIRE) --

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (“THE CODE”).

THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED UNDER 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.

For immediate release

20 February 2025

HOOKIPA Pharma Inc. (“HOOKIPA”)

Statement regarding potential combination for Poolbeg Pharma plc (“Poolbeg”)

Further to the announcement on 2 January 2025 regarding the non-binding discussions for an all-share acquisition by HOOKIPA of Poolbeg and the announcement on 30 January 2025 regarding the PUSU extension, the HOOKIPA Board has determined that it does not intend to make an offer for Poolbeg under Rule 2.7 of the Code.

This announcement is made in accordance with Rule 2.8 of the Code.

Under Note 2 on Rule 2.8 of the Code, HOOKIPA and any person(s) acting in concert with it reserve the right to set aside the restrictions in Rule 2.8 of the Code in the following circumstances:

a)   with the agreement of the board of Poolbeg;

b)   following the announcement of a firm intention to make an offer for Poolbeg, by or on behalf of a third party;

c)   following the announcement by Poolbeg of a Rule 9 waiver (as described in Note 1 on the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or

d)   where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.

The person responsible for arranging the release of this announcement on behalf of HOOKIPA is Malte Peters, Chief Executive Officer of HOOKIPA.

Enquiries:
HOOKIPA Pharma Inc.	+43 1 890 63 60
Malte Peters, CEO	IR@hookipapharma.com
Terry Coelho, EVP & CFO	Chuck@LifeSciAdvisors.com
Moelis & Company	+44 (0) 207 634 3500
(Financial Adviser to HOOKIPA)
London Chris Raff Simon Chaudhuri
New York Ashish Contractor

Important information

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

The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclaimer

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

Publication on Website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on 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.

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

FAQ

Why did HOOKIPA Pharma (HOOK) cancel the Poolbeg acquisition in February 2025?

HOOKIPA's Board of Directors determined not to proceed with the previously discussed all-share acquisition of Poolbeg Pharma, though specific reasons were not disclosed in the announcement.

What were the terms of HOOKIPA's potential acquisition of Poolbeg Pharma?

The potential acquisition was structured as an all-share transaction, though specific terms were not disclosed as discussions remained non-binding.

Under what conditions can HOOKIPA (HOOK) revive the Poolbeg acquisition deal?

HOOKIPA can revive the deal with Poolbeg's board agreement, following a third-party offer for Poolbeg, after a Rule 9 waiver or reverse takeover announcement, or if the Panel determines a material change in circumstances.

When was the initial announcement of HOOKIPA's interest in acquiring Poolbeg?

The initial announcement of non-binding discussions for the potential acquisition was made on January 2, 2025, followed by a PUSU extension on January 30, 2025.