Trading in Shares Suspended Ahead of RTW Bio and Arix Acquisition Scheme
The trading of shares in Arix Bioscience plc (Arix) has been temporarily suspended on the London Stock Exchange as the company prepares for a second general meeting. The suspension comes in anticipation of an all-share acquisition agreement between Arix and RTW Bio, set to be executed through a scheme of reconstruction and voluntary winding-up of Arix’s assets. The acquisition details were previously announced on 1 November 2023, and further information is available in the circular published by Arix on 5 January 2024.
Arix has confirmed that trading in its shares will be suspended by 7:30 a.m. today, 12 February 2024, in preparation for the Second General Meeting. The meeting is scheduled to take place at Clifford Chance LLP in London at 10:00 a.m. today. Following the conclusion of the meeting, Arix will release an announcement regarding the outcomes.
It is important to note that this announcement and the information contained in it are not intended for release, publication, or distribution in the United States of America, including its territories and possessions, Australia, Canada, Japan, the Republic of South Africa, or any other jurisdiction where doing so would violate relevant laws or regulations.
Jefferies International Limited is exclusively advising Arix in connection with the matters mentioned in this announcement. They will not regard any other person as a client or be responsible for providing advice or protections to anyone other than Arix.
For U.S. shareholders of Arix, this announcement does not pertain to them, as it is not intended for publication or distribution in the United States. The securities mentioned in this announcement have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States except under certain exemptions. U.S. shareholders are urged to read the applicable legal documentation and seek professional advice.
The Consideration Shares mentioned in the announcement will be subject to restrictions on transferability and resale. They may only be offered and sold under the applicable laws and regulations of each state or jurisdiction. Prospective U.S. investors must qualify as accredited investors or knowledgeable employees and comply with specific exemptions in order to participate.
RTW Bio, the acquiring company, has chosen not to register as an investment company under the U.S. Investment Company Act of 1940. Consequently, U.S. shareholders of Arix may be required to bear financial risks for an indefinite period. If RTW Bio were deemed an investment company, it could impact its operating procedures and have adverse effects.
In summary, trading in Arix Bioscience plc’s shares has been suspended ahead of an all-share acquisition scheme with RTW Bio. A second general meeting will take place today to discuss the acquisition, with further announcements expected afterwards. U.S. shareholders should refer to applicable regulations and seek professional advice regarding their investments.
