Open Orphan plc have reached an agreement to acquire hVIVO plc from Trevor Phillips, Mark Warne, James Winschel and others for £11.9 million.
December 08, 2019
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Open Orphan plc (AIM:ORPH) have reached an agreement to acquire hVIVO plc (AIM:HVO) from Trevor Phillips, Mark Warne, James Winschel and others for £11.9 million on December 9, 2019. Under the terms, Open Orphan will issue 2.47 new shares for every 1 hVIVO shares. Open Orphan proposed the implementation of an option plan to align management incentives to shareholder returns. Trevor Phillips is proposed to receive 18.4 million options and Tim Sharpington is proposed to receive 9.2 million options. The options will vest over a three year period, subject to meeting various performance conditions. After acquisition hVIVO shareholders will hold 44.67% of enlarged group. Following completion of the offer, it is intended that the hVIVO and Open Orphan company names will continue to be employed with respect to the services offered by each group respectively under the ultimate holding company Open Orphan.
Trevor Phillips will become Chief Executive Officer of the Enlarged Group and Cathal Friel will become Executive Chairman of the Enlarged Group. They will be joined on the Enlarged Group's Board by Brendan Buckley, Mark Warne and Michael Meade as non-executive Directors. Open Orphan has no plans that that will result in changes to the conditions of employment, the balance of the skills and functions of the hVIVO employees and management and the location of the hVIVO places of business (including on the location of hVIVO's headquarters and headquarter functions).
Transaction is subject to CMA clearance, approval of shareholders of hVIVO and Open Orphan, minimum tender, acceptance of share pursuant to the offer and general regulatory matters. As of December 9, 2019, Board of Directors of hVIVO and Open Orphan unanimously approved the transaction and recommended respective shareholders vote in favor and Independent hVIVO Directors recommend unanimously that hVIVO Shareholders accept the Offer. Offer will initially be open till December 30, 2019. As of December 31, 2019, the acceptance condition has been satisfied and the offer has become unconditional as to acceptances. The transaction has received valid acceptances for a total of 72.5 million shares, representing 87% of hVIVO's entire issued share capital. The cancellation of listing and trading will take effect on January 20, 2020. As on January 6, 2020, the transaction was approved by shareholders of Open Orphan.
John Llewellyn-Lloyd, Benjamin Cryer and Adam Cowl of Arden Partners plc (AIM:ARDN) acted as nomad and joint brokers for Open Orphan. Freddie Barnfield and Huw Jeremy of Numis Securities Limited acted as nomad advisors and Sam Evans of MCF Corporate Finance Limited acted as financial advisor for hVIVO and fairness opinion provider for independent directors of hVIVO. Rebecca Gordon, Matthew Edwards, Michael Carter and Dan Sharman of Osborne Clarke N.V. acted as legal advisors to hVIVO plc. The transaction also involved due diligence assistance from Osborne Clarke's offices in France, Germany, the Netherlands and Singapore, and Matheson in Ireland.
hVIVO plc is a rapidly growing specialist contract research organisation (CRO) and the world leader in testing infectious and respiratory disease vaccines and therapeutics using human challenge clinical trials. The Group provides end-to-end early clinical development services to its large, established and growing repeat client base, which includes four of the top 10 largest global biopharma companies.
The Group's fast-growing services business includes a unique portfolio of 10+ human challenge models to test a broad range of infectious and respiratory disease products, world class challenge agent manufacturing, specialist drug development and clinical consultancy services via its Venn Life Sciences brand, and a lab offering via its hLAB brand, which includes virology, immunology biomarker and molecular testing. The Group offers additional clinical field trial services such as patient recruitment and clinical trial site services.
hVIVO plc runs challenge studies in London from its Whitechapel quarantine clinic, its state-of-the-art QMB clinic with its highly specialized on-site virology and immunology laboratory, and its clinic in Plumbers Row. To recruit volunteers / patients for its studies, the Company leverages its unique clinical trial recruitment capacity via its FluCamp volunteer screening facilities in London and Manchester.