NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
WALTHAM, Mass. and LONDON, May 08, 2019 (GLOBE NEWSWIRE) -- Nightstar Therapeutics plc ("Nightstar") is pleased to announce that, at the General Meeting and the Court Meeting held earlier today in connection with the recommended acquisition of the entire issued and to be issued share capital of Nightstar by Tungsten Bidco Limited, a newly-incorporated company and wholly-owned indirect subsidiary of Biogen Inc., all resolutions proposed were passed by the requisite majorities and accordingly the Scheme was approved. Details of the resolutions passed are set out in the notices of General Meeting and Court Meeting at pages ix to xiii and vi to viii respectively of the combined circular and proxy statement dated 9 April 2019 (the "Scheme Document").
The detailed voting results in relation to the General Meeting and Court Meeting are set out below.
Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the Scheme Document.
Effective Date and Timetable
The outcome of the General Meeting and Court Meeting means that Conditions A(i) and (ii) (as set out in Part III of the Scheme Document) have been satisfied. The Scheme remains subject to sanction by the Court at the Court Hearing, which is to take place on 6 June 2019, and the delivery of a copy of the Court Order to the Registrar of Companies. Nightstar expects that the Scheme will become effective on 7 June 2019.
Voting Results of the General Meeting
The table below sets out the results of the poll at the General Meeting. Each Nightstar Shareholder, present in person or by proxy, was entitled to one vote per Nightstar Share held at the Scheme Voting Record Time, provided that holders of the Nightstar Shares proposed to be re-designated as Deferred Shares were not entitled to vote on the Ordinary Resolution or the Scheme Special Resolution.
|Resolution||No. of |
|% of |
|No. of |
|% of |
|No. of |
|No. of |
|To authorise the Nightstar Board to re-designate certain Nightstar Shares as Deferred Shares||26,352,023||99.98||%||4,845||0.02||%||26,356,868||30,711|
|To approve the terms of each of the Buy-Back Agreements ("Ordinary Resolution")||26,341,802||99.98||%||4,865||0.02||%||26,346,667||30,591|
|To authorise the Nightstar Board to take all such action as they consider appropriate to carry the Scheme into the effect, including by amending Nightstar’s articles of association ("Scheme Special Resolution")||26,371,902||99.98||%||4,665||0.02||%||26,376,567||691|
* A vote withheld is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" nor "Against" the Resolutions.
The total number of Nightstar Shares in issue at the Scheme Voting Record time was 33,536,215. As at the Scheme Voting Record Time, Nightstar held no Shares in treasury. Therefore, the total voting rights in Nightstar as at the Scheme Voting Record Time were 33,536,215.
Voting Results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting. Each Nightstar Scheme Shareholder, present in person or by proxy, was entitled to one vote per Nightstar Scheme Share held at the Scheme Voting Record Time.
|Number of |
Nightstar Scheme Shares voted
|Percentage of |
|Number of |
Nightstar Scheme Shareholders
|Percentage of |
Nightstar Scheme Shareholders
|Number of Nightstar Scheme Shares voted as a percentage of issued ordinary share capital entitled to vote on the Scheme|
Centerview Partners (Financial adviser to Nightstar)
|Alan Hartman||+1 212 380 2665|
|Andrew Rymer||+1 212 429 2349|
|James Hartop||+44 (0)20 7409 9730|
Finsbury (PR adviser to Nightstar)
|Kal Goldberg||+1 646 805 2005|
|Chris Ryall||+1 646 306 0747|
Important notices relating to financial advisers
Centerview Partners UK LLP ("Centerview Partners"), which is authorised and regulated by the FCA, is acting exclusively for Nightstar and no one else in connection with the matters referred to in this announcement. Centerview Partners is not and will not be responsible to anyone other than Nightstar for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to in this announcement.
The City Code on Takeovers and Mergers
The City Code on Takeovers and Mergers does not apply to the Acquisition.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the United States may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. This announcement has been prepared for the purpose of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.
Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition.
If the Acquisition is implemented by way of an Offer, the Offer may not (unless otherwise permitted by applicable law and regulation) be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to Nightstar Shareholders in overseas jurisdictions are contained in the Scheme Document.
Notice to U.S. investors in Nightstar
The Acquisition relates to the shares of a U.K. company and is being made by means of a scheme of arrangement provided for under Part 26 of the Companies Act 2006 and subject to the proxy solicitation rules under the U.S. Exchange Act. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules under the U.S. Exchange Act. If, in the future, Bidder exercises its right to implement the Acquisition by way of an Offer, subject to the terms of the Implementation Agreement, the Acquisition will be made in compliance with applicable U.S. laws and regulations.
It may be difficult for U.S. Nightstar Shareholders and Nightstar ADS Holders to enforce their rights and any claim arising out of the U.S. federal securities laws, because Nightstar is located in a non-U.S. country, and some or all of its officers and directors are residents of a non-U.S. country. U.S. Nightstar Shareholders and Nightstar ADS Holders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
U.S. Nightstar Shareholders and Nightstar ADS Holders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition.
Warning Concerning Forward-Looking Statements
All statements included in this announcement, other than statements or characterisations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 21E of the U.S. Exchange Act, and other securities laws. Whenever Nightstar uses words such as "believe", "expect", "anticipate", "intend", "plan", "estimate", "will", "may", "predict", "could", "seek", "forecast" and negatives or derivatives of these or similar expressions, they are making forward-looking statements. Examples of such forward-looking statements include, but are not limited to, references to the anticipated benefits of the Acquisition and the expected time of effectiveness of the Acquisition. These forward-looking statements are based upon Nightstar's present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur.
Nightstar Shareholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. Important risk factors that may cause Nightstar's actual results to differ materially from their forward-looking statements include, but are not limited to: (1) the Acquisition is subject to the satisfaction or waiver of certain conditions, including the sanction of the Scheme by the Court, which conditions may not be satisfied or waived; (2) uncertainties as to the timing of the consummation of the Acquisition and the ability of each party to consummate the Acquisition; (3) the risk that the Acquisition disrupts the parties' current operations or affects their ability to retain or recruit key employees; (4) the possible diversion of management time on Acquisition-related issues; (5) litigation relating to the Acquisition; (6) unexpected costs, charges or expenses resulting from the Acquisition; and (7) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Acquisition.
The information contained in Nightstar's filings with SEC, including in Nightstar's Form 10-K, as amended by Form 10-K/A, for the year ended 31 December 2018, identifies other important factors that could cause actual results to differ materially from those stated in or implied by the forward-looking statements in this announcement. Nightstar's filings with the SEC are available on the SEC's website at www.sec.gov. You should not place undue reliance upon forward-looking statements. Except as required by law, Nightstar does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.