Proposed capital return of $100 million by way
of a Tender Offer at 250 pence per Ordinary Share
Premium of 25% to PureTech’s trailing three-day
VWAP
Proposed Tender Offer follows completion of
Karuna Therapeutics' $14 billion acquisition by Bristol Myers
Squibb. The Tender Offer will be launched following publication of
the Company’s Full Year Results in April 2024
PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) (“PureTech” or the
“Company”), a clinical-stage biotherapeutics company dedicated to
changing the lives of patients with devastating diseases, today
announces a proposed capital return of $100 million to its
shareholders by way of a tender offer (the “Tender Offer”). The
capital return of $100 million represents approximately 14% of
PureTech’s market capitalization based on yesterday’s closing
price. This follows the Company’s announcement that it will receive
approximately $293 million gross proceeds from its remaining stake
in Karuna.
The Tender Offer will be launched after the publication of the
Company’s Full Year Results in April 2024, subject to market
conditions, and will require shareholder approval. A circular
setting out the full terms of the Tender Offer and a timetable will
be published upon launch.
If the full $100 million is not returned, then the Company
intends to return any remainder following the completion of the
Tender Offer, by way of a special dividend.
Daphne Zohar, PureTech Founder and Chief Executive Officer
commented:
“PureTech’s mission is to generate value both for patients and
shareholders, and Bristol Myers Squibb’s acquisition of our Founded
Entity Karuna Therapeutics for $14 billion is a testament to our
execution on both fronts. We directed $18.5 million to the founding
and development of Karuna, and not only have we created a potential
breakthrough treatment that may change the lives of millions of
people living with schizophrenia, but we have also been able to
generate $1.1 billion in cash for PureTech, with potentially more
to come. These resources enabled us to create an exciting crop of
new medicines that position us to repeat and scale this type of
outcome - and we have done so without diluting our shareholders in
over six years. We are delighted to be able to purchase shares of
PureTech at this valuation and to concurrently provide some
liquidity to our shareholders and additional capital returns beyond
the recently completed $50 million share buyback. Following this
proposed tender offer, we are confident that our strong balance
sheet will continue to support the development of our existing
pipeline – as well as the next wave of innovative medicines.
Looking forward, the board will continue to assess ongoing
opportunities to improve shareholder returns.”
As noted on 8 February 2024, the Company recently completed a
$50 million Share Buyback Program, which – together with the
proposed Tender Offer – would constitute $150 million of capital
returned to shareholders, which is approximately 21% of the
Company’s market capitalization as of 18 March 2024.
The Board determined the amount of the Tender Offer after
considering feedback from a number of shareholders, tax
implications, and the continued support of the Company’s existing
and future Programs, including the recently announced Founded
Entities. PureTech aims to maintain at least three year’s cash
runway, and the Board intends to evaluate its capital allocation
policy regularly to assess opportunities for additional capital
returns to shareholders, subject to the Company’s operational
needs.
About PureTech Health PureTech is a clinical-stage
biotherapeutics company dedicated to giving life to new classes of
medicine to change the lives of patients with devastating diseases.
The Company has created a broad and deep pipeline through its
experienced research and development team and its extensive network
of scientists, clinicians and industry leaders that is being
advanced both internally and through its Founded Entities.
PureTech's R&D engine has resulted in the development of 28
therapeutics and therapeutic candidates, including two that have
received both US FDA clearance and European marketing authorization
and a third (KarXT) that has been filed for FDA approval. A number
of these programs are being advanced by PureTech or its Founded
Entities in various indications and stages of clinical development,
including registration enabling studies. All of the underlying
programs and platforms that resulted in this pipeline of
therapeutic candidates were initially identified or discovered and
then advanced by the PureTech team through key validation
points.
For more information, visit www.puretechhealth.com or connect
with us on X (formerly Twitter) @puretechh.
Additional Information for U.S. Investors The Tender
Offer has not yet been approved by the Company’s shareholders and,
accordingly, has not yet commenced. This communication is provided
for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell any securities of the
Company pursuant to the Tender Offer or otherwise. If the Tender
Offer is approved by the Company’s shareholders and does not
qualify as a Tier I offer within the meaning of Rule 13e-4(h)(8)
under the Securities Exchange Act of 1934, as amended, Company
intends to file a tender offer statement on Schedule TO and related
materials with the SEC in respect of such Tender Offer. The
Company’s security holders are advised to carefully read these
documents if and when they become available, and any amendments to
these documents, in their entirety before making any decision with
respect to the Tender Offer, because these documents will contain
important information. If and when filed, the Company’s security
holders may obtain copies of these documents and other documents
filed with the SEC for free at the SEC’s website at www.sec.gov. In
addition, if and when filed, the Company will provide copies of
such documents free of charge to its security holders.
Cautionary Note Regarding Forward-Looking Statements This
press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements contained in this press release that do not relate
to matters of historical fact should be considered forward-looking
statements, including without limitation statements that relate to
our expectations around our therapeutic candidates and approach
towards addressing major diseases, our future prospects,
developments, and strategies, and statements regarding the intent,
belief or current expectations regarding the intended commencement
of the Tender Offer. The forward-looking statements are based on
current expectations and are subject to known and unknown risks,
uncertainties and other important factors that could cause actual
results, performance and achievements to differ materially from
current expectations, including, but not limited to, those risks,
uncertainties and other important factors described under the
caption "Risk Factors" in our Annual Report on Form 20-F for the
year ended December 31, 2022 filed with the SEC and in our other
regulatory filings. These forward-looking statements are based on
assumptions regarding the present and future business strategies of
the Company and the environment in which it will operate in the
future. Each forward-looking statement speaks only as at the date
of this press release. Except as required by law and regulatory
requirements, we disclaim any obligation to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 which forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ('MAR'). Upon the publication of this announcement via a
Regulatory Information Service ('RIS'), this inside information is
now considered to be in the public domain.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE
MARKET ABUSE REGULATION (EU 596/ 2014) AS IT FORMS PART OF UK LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED
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version on businesswire.com: https://www.businesswire.com/news/home/20240319883260/en/
PureTech Public Relations
publicrelations@puretechhealth.com
Investor Relations IR@puretechhealth.com
Jefferies International Limited Ed Matthews +44 (0)20
7548 4107 ematthews1@jefferies.com
Jee Lee +44 (0)20 7029 8545 Jee.Lee@jefferies.com
EU Media Ben Atwell, Rob Winder +44 (0) 20 3727 1000
ben.atwell@FTIconsulting.com
U.S. Media Nichole Bobbyn +1 774 278 8273
nichole@tenbridgecommunications.com
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