Poolbeg Pharma plc (“Poolbeg”) and HOOKIPA Pharma Inc. (“HOOKIPA”) Update on Potential Combination of Poolbeg and HOOKIPA
Poolbeg Pharma and HOOKIPA Pharma have announced important updates regarding their potential combination. Gilead Sciences, a significant HOOKIPA shareholder owning 19.4% (1,875,947 shares) of HOOKIPA's issued share capital, has indicated its intention to vote in line with HOOKIPA Board's recommendation for a formal offer and participate in the proposed fundraise.
HOOKIPA has revised its fundraising plans, now expecting to undertake a 100% primary private placement of approximately $30 million+, an increase from the previously announced 'up to $30 million'. Oppenheimer & Co. Inc. has been engaged as the placement agent for this private placement fundraise.
The companies emphasize that all discussions about the potential combination remain non-binding and non-exclusive, with no guarantee that a firm offer will be made or any transaction completed.
Poolbeg Pharma e HOOKIPA Pharma hanno annunciato importanti aggiornamenti riguardo la loro potenziale combinazione. Gilead Sciences, un azionista di rilievo di HOOKIPA che possiede il 19,4% (1.875.947 azioni) del capitale azionario emesso di HOOKIPA, ha dichiarato la sua intenzione di votare in accordo con la raccomandazione del Consiglio di HOOKIPA per un'offerta formale e di partecipare alla raccolta fondi proposta.
HOOKIPA ha rivisto i suoi piani di raccolta fondi, ora prevedendo di realizzare un collocamento privato primario del 100% di circa 30 milioni di dollari, un aumento rispetto ai 'fino a 30 milioni di dollari' precedentemente annunciati. Oppenheimer & Co. Inc. è stato incaricato come agente di collocamento per questa raccolta fondi privata.
Le aziende sottolineano che tutte le discussioni sulla potenziale combinazione rimangono non vincolanti e non esclusive, senza alcuna garanzia che venga fatta un'offerta ferma o che venga completata qualche transazione.
Poolbeg Pharma y HOOKIPA Pharma han anunciado actualizaciones importantes sobre su potencial combinación. Gilead Sciences, un accionista significativo de HOOKIPA que posee el 19.4% (1,875,947 acciones) del capital social emitido de HOOKIPA, ha indicado su intención de votar de acuerdo con la recomendación de la Junta de HOOKIPA para una oferta formal y participar en la recaudación de fondos propuesta.
HOOKIPA ha revisado sus planes de recaudación de fondos, ahora esperando llevar a cabo un colocación privada primaria del 100% de aproximadamente $30 millones, un aumento respecto a los 'hasta $30 millones' anunciados previamente. Oppenheimer & Co. Inc. ha sido contratado como agente de colocación para esta recaudación de fondos privada.
Las empresas enfatizan que todas las discusiones sobre la combinación potencial siguen siendo no vinculantes y no exclusivas, sin garantía de que se realice una oferta firme o se complete alguna transacción.
풀백 파마와 후키파 파마는 잠재적인 합병에 대한 중요한 업데이트를 발표했습니다. 길리어드 사이언스는 후키파의 발행 주식 자본의 19.4% (1,875,947주)를 보유하고 있는 주요 주주로, 후키파 이사회의 권장 사항에 따라 공식 제안에 투표하고 제안된 자금 조달에 참여할 의사를 밝혔습니다.
후키파는 자금 조달 계획을 수정하여 약 3천만 달러 이상의 100% 기본 사모 배치를 실시할 것으로 예상하고 있으며, 이는 이전에 발표된 '최대 3천만 달러'에서 증가한 것입니다. 오펜하이머 & 회사가 이 사모 배치 자금 조달의 배치 대행사로 참여했습니다.
양사는 합병 가능성에 대한 모든 논의가 비구속적이며 비독점적이며, 확정적인 제안이 이루어지거나 거래가 완료될 것이라는 보장이 없음을 강조합니다.
Poolbeg Pharma et HOOKIPA Pharma ont annoncé des mises à jour importantes concernant leur combinaison potentielle. Gilead Sciences, un actionnaire important de HOOKIPA détenant 19,4 % (1 875 947 actions) du capital social émis de HOOKIPA, a exprimé son intention de voter conformément à la recommandation du Conseil d'administration de HOOKIPA pour une offre formelle et de participer à la levée de fonds proposée.
HOOKIPA a révisé ses plans de levée de fonds, s'attendant désormais à procéder à un placement privé primaire à 100 % d'environ 30 millions de dollars, une augmentation par rapport aux 'jusqu'à 30 millions de dollars' annoncés précédemment. Oppenheimer & Co. Inc. a été engagé en tant qu'agent de placement pour cette levée de fonds privée.
Les entreprises soulignent que toutes les discussions concernant la combinaison potentielle restent non contraignantes et non exclusives, sans aucune garantie qu'une offre ferme sera faite ou qu'une transaction sera conclue.
Poolbeg Pharma und HOOKIPA Pharma haben wichtige Aktualisierungen zu ihrer potenziellen Kombination angekündigt. Gilead Sciences, ein bedeutender Aktionär von HOOKIPA, der 19,4% (1.875.947 Aktien) des ausgegebenen Aktienkapitals von HOOKIPA hält, hat seine Absicht bekundet, in Übereinstimmung mit der Empfehlung des HOOKIPA-Vorstands für ein formelles Angebot zu stimmen und an der vorgeschlagenen Mittelbeschaffung teilzunehmen.
HOOKIPA hat seine Pläne zur Mittelbeschaffung überarbeitet und erwartet nun, eine 100%ige primäre Privatplatzierung von etwa 30 Millionen US-Dollar durchzuführen, was eine Erhöhung im Vergleich zu den zuvor angekündigten 'bis zu 30 Millionen US-Dollar' darstellt. Oppenheimer & Co. Inc. wurde als Platzierungsagenter für diese Privatplatzierungsfinanzierung engagiert.
Die Unternehmen betonen, dass alle Gespräche über die potenzielle Kombination nicht verbindlich und nicht exklusiv sind, ohne Garantie dafür, dass ein festes Angebot abgegeben oder eine Transaktion abgeschlossen wird.
- Gilead Sciences (19.4% shareholder) supports the potential combination
- Increased fundraising target to $30 million+ from previous $30 million cap
- Secured Oppenheimer & Co. Inc. as placement agent for the fundraise
- No firm commitment to the combination deal yet
- Potential dilution for existing shareholders from the $30 million+ fundraise
Insights
The potential merger between Poolbeg Pharma and HOOKIPA, backed by Gilead Sciences' support (19.4% stakeholder), represents a significant development. The revised fundraising target of "approximately
Gilead's commitment to vote in line with HOOKIPA's board recommendation adds substantial credibility to the potential combination. Their participation in the fundraising, coupled with their significant ownership stake, provides important validation and financial backing. The engagement of Oppenheimer as placement agent further professionalizes the capital raise process.
However, investors should note the non-binding nature of current discussions and lack of firm offer details. The market cap of HOOK at
The structure of this potential combination reflects current biotech market dynamics where strategic consolidation and concurrent capital raises are increasingly common. Gilead's involvement is particularly noteworthy as it suggests potential strategic value beyond mere financial investment. Their willingness to participate in the fundraise indicates confidence in the combined entity's prospects.
The upward revision in fundraising expectations could signal stronger than anticipated investor interest or expanded strategic plans. The choice of a 100% primary private placement structure, rather than including a secondary component, suggests focus on growth capital rather than providing liquidity to existing shareholders.
The timing aligns with a period of increased M&A activity in biotech, particularly among smaller cap companies seeking scale and operational synergies. However, the final terms and valuation will be important in determining shareholder value creation potential.
The announcement's careful language and multiple disclaimers reflect strict compliance with UK takeover regulations and securities laws. The explicit statement that this does not constitute a firm intention under Rule 2.7 of the City Code on Takeovers and Mergers maintains flexibility while managing legal obligations and market expectations.
The engagement of multiple financial advisers (Cavendish, Shore Capital, Davy, Moelis, Canaccord) with clearly delineated roles and responsibilities demonstrates proper corporate governance and regulatory compliance. The detailed liability disclaimers and jurisdictional restrictions indicate thorough legal preparation for a potential cross-border transaction.
The separation of Oppenheimer's role as placement agent from the merger advisory function shows proper management of potential conflicts. This structure provides important legal protections while facilitating the parallel merger and fundraising processes.
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 ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (“THE CODE”). THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
7 January 2025
Poolbeg Pharma plc (“Poolbeg”) and HOOKIPA Pharma Inc. (“HOOKIPA”)
Update on Potential Combination of Poolbeg and HOOKIPA
NEW YORK and VIENNA, Austria, Jan. 07, 2025 (GLOBE NEWSWIRE) -- Further to the announcement on 2 January 2025 (the “2.4 Announcement”), the Boards of Poolbeg and HOOKIPA are pleased to confirm that significant HOOKIPA shareholder, Gilead Sciences Inc. (“Gilead”), has indicated its intention to vote consistent with the HOOKIPA Board's recommendation if a formal offer were to be made and to participate in the proposed concurrent Fundraise, consistent with its current contractual obligations. Gilead owns 1,875,947 HOOKIPA common shares, representing
Additionally, HOOKIPA has amended the details of the Fundraise that were disclosed in the 2.4 Announcement. HOOKIPA is now expected to undertake a
Oppenheimer & Co. Inc. has been engaged by HOOKIPA as placement agent in connection with the private placement fundraise.
All discussions relating to the Potential Combination to date have been non-binding and on a non-exclusive basis, and there can be no assurance that a firm offer will be made or that any transaction will be completed.
Capitalised terms used but not defined in this announcement have the same meanings given to them in the 2.4 Announcement.
| Enquiries: | |
Poolbeg Pharma Plc | +44 (0) 207 183 1499 |
| Cathal Friel, Chairman | ir@Poolbegpharma.com |
| Jeremy Skillington, CEO | |
| Ian O'Connell, CFO | |
| Cavendish Capital Markets Ltd (Joint Financial Adviser and Rule 3 Adviser to Poolbeg, NOMAD & Joint Broker) | +44 (0) 207 220 0500 |
| Corporate Finance Geoff Nash Henrik Persson Hamish Waller Trisyia Jamaludin | |
Canaccord Genuity LLC (Joint Financial Adviser to Poolbeg) Corporate Advisory Eugene Rozelman | +1 212 389-8000 |
| Shore Capital (Joint Broker) | +44 (0) 207 408 4090 |
| Corporate Advisory David Coaten Harry Davies-Ball | |
| Corporate Broking Malachy McEntyre Isobel Jones | |
| J&E Davy (Joint Broker) | +353 (0) 1 679 6363 |
| Anthony Farrell | |
| Niall Gilchrist | |
| Optimum Strategic Communications | +44 (0) 208 078 4357 |
| Nick Bastin | Poolbeg@optimumcomms.com |
| Vici Rabbetts | |
| Elena Bates |
| HOOKIPA Pharma Inc. | +43 1 890 63 60 |
| Malte Peters, CEO Terry Coelho, EVP & CFO | IR@hookipapharma.com Chuck@LifeSciAdvisors.com |
| Moelis & Company (Financial Adviser to HOOKIPA) | +44 (0) 207 634 3500 |
| London Chris Raff Simon Chaudhuri New York Ashish Contractor | |
Website publication
In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on the Company’s website – https://www.poolbegpharma.com/about/investors/rns-news/ and Hookipa’s website – ir.hookipapharma.com/potential-combination – by 12 noon on 8 January 2025.
The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Important Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Cavendish Capital Markets Limited (“Cavendish”), which is authorised and regulated by the Financial Conduct Authority for investment business activities, is acting exclusively as financial adviser to Poolbeg Pharma plc in relation to the matters set out in this announcement and is not acting for any other person in relation to such matters. Cavendish will not be responsible to anyone other than Poolbeg Pharma plc for providing the protections afforded to its clients or for providing advice in connection with any matters referred to in this announcement or otherwise.
Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together, “Shore Capital”), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for Poolbeg Pharma plc and no one else in relation to the matters set out in this announcement and will not be responsible to anyone other than Poolbeg for providing the protections offered to clients of Shore Capital or for providing advice in relation to the matters referred to herein.
J&E Davy Unlimited Company (“Davy”), which is authorised and regulated in Ireland by the Central Bank of Ireland and in the United Kingdom by the Financial Conduct Authority, is acting as broker exclusively for Poolbeg Pharma plc and no one else in relation to the matters set out in this announcement and will not be responsible to anyone other than Poolbeg for providing the protections offered to clients of J&E Davy or for providing advice in relation to the matters referred to herein.
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.
Canaccord Genuity LLC (“Canaccord”) is acting as financial adviser to Poolbeg Pharma plc in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than Poolbeg for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement. Neither Canaccord 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 Canaccord in connection with this announcement, any statement contained herein or otherwise.
Oppenheimer & Co. Inc. (“Oppenheimer”) is HOOKIPA’s placement agent in connection with the Fundraise. Oppenheimer is not a financial advisor for the Potential Combination. Neither Oppenheimer nor any of its subsidiaries or affiliates or 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 in connection with this announcement, any statement contained herein or otherwise.
Cautionary Statement Regarding Forward-Looking Statements
This announcement contains “forward-looking” statements concerning future events. All statements other than statements of historical fact or relating to present facts or current conditions are forward-looking statements, including all statements related to the potential terms and effects of the Potential Combination and any statements regarding guidance and statements of a general economic or industry-specific nature.
These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. These statements are based on assumptions and assessments made by HOOKIPA and Poolbeg in light of their discussions to date and their perception of historical trends, current conditions, future developments and other factors they believe appropriate, and therefore are subject to risks and uncertainties which could cause actual outcomes and results to differ materially from those expressed or implied by those forward-looking statements.
Forward-looking statements often use forward-looking or conditional words such as “anticipate”, “target”, “expect”, “forecast”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “will”, “continue”, “may”, “can”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) the potential terms of the Potential Combination; (ii) the potential impacts of the Potential Combination; (iii) the outcomes of due diligence and ongoing negotiations and whether a firm offer will be made or the parties are otherwise able to reach binding agreement on terms; (iv) the ability of the parties to satisfy (or waive) conditions to the consummation of the Potential Combination; (v) adverse effects on the market price of HOOKIPA’s or Poolbeg’s stock prices or operating results as a result of the announcement of the Potential Combination or failure to agree to binding terms or to otherwise consummate the Potential Combination; (vi) the effect of the announcement or pendency of the Potential Combination on HOOKIPA’s or Poolbeg’s business relationships, operating results and businesses generally; (vii) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, losses and future prospects; and (viii) business and management strategies and the expansion and growth of the operations of the Combined Group. There are many factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.
These forward-looking statements are not guarantees of future outcomes or performance and are based on numerous assumptions. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. All subsequent oral or written forward-looking statements attributable to HOOKIPA or Poolbeg or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither HOOKIPA nor Poolbeg undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
HOOKIPA’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and subsequent reports filed with the U.S. Securities and Exchange Commission (“SEC”) contain additional information regarding forward-looking statements and other risk factors with respect to HOOKIPA. Poolbeg’s annual report for the year ended 31 December 2023 contains certain risk factors with respect to Poolbeg.
Important Additional Information
If a firm offer is made or the parties otherwise agree to binding terms with respect to the Potential Combination, HOOKIPA expects to file a proxy statement on Schedule 14A, including any amendments and supplements thereto (the “Proxy Statement”) with the SEC. To the extent the parties effect the Potential Combination as a scheme of arrangement under the laws of England and Wales (the “Scheme”), the Proxy Statement will include a Scheme Document and the offer and issuance of shares by HOOKIPA to Poolbeg shareholders would not be expected to require registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that the parties determine to conduct the Potential Combination in a manner that is not exempt from the registration requirements of the Securities Act, HOOKIPA would file a registration statement with the SEC containing a prospectus with respect to the issuance of its shares. This announcement is not a substitute for the Proxy Statement or any other document that HOOKIPA may file with the SEC or send to its shareholders in connection with the Potential Combination. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING THE SCHEME DOCUMENT) ANY AMENDMENTS OR SUPPLEMENTS THERETO AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE POTENTIAL COMBINATION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES TO THE SCHEME, THE POTENTIAL COMBINATION AND RELATED MATTERS.
The Proxy Statement, if and when filed, as well as HOOKIPA’s other public filings with the SEC, may be obtained without charge at the SEC’s website at www.sec.gov and at HOOKIPA’s website at www.hookipapharma.com. HOOKIPA shareholders and investors will also be able to obtain, without charge, a copy of the Proxy Statement (including the Scheme Document) and other relevant documents (when available) by directing a written request to HOOKIPA Pharma Inc., Attn: Corporate Secretary, 350 Fifth Avenue, 72nd Floor, Suite 7240, New York, NY 10118, USA.
Participants in the Solicitation
HOOKIPA and its directors and executive officers may be deemed “participants” in any solicitation of proxies from HOOKIPA’s shareholders with respect to the Potential Combination. Information regarding the identity of HOOKIPA’s directors and executive officers, and their direct and indirect interests, by security holdings or otherwise, in HOOKIPA securities is contained in HOOKIPA’s Definitive Proxy Statement on Schedule 14A for HOOKIPA’s 2024 annual meeting of shareholders, which was filed with the SEC on April 26, 2024. Information regarding subsequent changes to the holdings of HOOKIPA’s securities by HOOKIPA’s directors and executive officers can be found in filings on Forms 3, 4, and 5, which are available on HOOKIPA’s website at www.hookipapharma.com or through the SEC’s website at www.sec.gov. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement relating to the Potential Combination if and when it is filed with the SEC. The Proxy Statement, if and when filed, as well as HOOKIPA’s other public filings with the SEC, may be obtained without charge at the SEC’s website at www.sec.gov and at HOOKIPA’s website at www.hookipapharma.com. Poolbeg’s annual report for the year ended 31 December 2023, as well as Poolbeg’s other regulatory announcements, may be obtained without charge at Poolbeg’s website at www.poolbegpharma.com.
No Offer or Solicitation of Securities
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Potential Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
FAQ
What percentage of HOOKIPA shares does Gilead Sciences own?
How much is HOOKIPA's planned fundraising in January 2025?
Who is the placement agent for HOOKIPA's private placement fundraise?
Is the combination between Poolbeg and HOOKIPA confirmed?
