- Report of Foreign Issuer (6-K)
November 17 2008 - 8:17AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the period November 14, 2008
PROTHERICS PLC
(Translation of Registrants Name Into English)
The Heath Business & Technical Park
Runcorn, Cheshire, W47 4QF England
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.
Form 20-F
þ
Form 40-F
o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
o
The Registrant is furnishing a copy of its announcements as reported to the Company
Announcements Office of the London Stock Exchange.
TABLE OF CONTENTS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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PROTHERICS PLC
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Date: November 14, 2008
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By:
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/s/ Julie Vickers
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Julie Vickers
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Company Secretary
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, IN OR INTO OR FROM ANY
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
PROTHERICS PLC (PROTHERICS)
Proposed delisting of American Depositary Shares from NASDAQ
London, UK; Brentwood, TN, US; 14 November 2008
Protherics PLC (LSE: PTI, Nasdaq: PTIL)
(Protherics) has today provided notice to NASDAQ for the delisting of its American Depositary
Shares (ADSs) in connection with its proposed acquisition by BTG plc (BTG), a public limited
company incorporated under the laws of England and Wales with ordinary shares listed on the London
Stock Exchange (LSE: BGC).
The Scheme of Arrangement by which the acquisition is being effected is expected to become
effective on December 4, 2008, subject to the sanction of the Scheme of Arrangement by the High
Court of England and Wales at a hearing to be held on December 1, 2008 and the confirmation by the
Court of the associated reduction of Protherics share capital at a separate hearing to be held on
December 3, 2008, as well as the satisfaction or (where applicable) waiver of the other applicable
conditions. In accordance with the rules of the Securities and Exchange Commission and NASDAQ,
Protherics has provided written notice to NASDAQ of its intent to delist the ADSs.
Pursuant to the Scheme of Arrangement, each holder of Protherics ordinary shares will receive .291
shares of BTG for each Protherics ordinary share held as at 6.00 p.m., London time, on December 3,
2008 (the Scheme Record Time).
In connection with the Scheme of Arrangement, the Depositary Agreement governing the ADSs and the
ADS program will be terminated. Holders of ADSs will not receive BTG ordinary shares pursuant to
the Scheme of Arrangement in respect of their ADSs. Instead, concurrently with the Scheme of
Arrangement becoming effective, The Bank of New York Mellon, as Depositary for the ADSs, will sell
the BTG ordinary shares it receives pursuant to the Scheme of Arrangement on the London Stock
Exchange. The Depositary will credit the accounts of the ADS holders with the proceeds of such
sales upon presentation of the Protherics ADSs for cancellation, net of the Depositarys fees and
expenses.
The Scheme of Arrangement was approved at a Court convened meeting of Protherics shareholders and a
separate extraordinary general meeting of Protherics shareholders that were both held on November
11, 2008. Assuming that the Scheme of Arrangement is sanctioned by the High Court of England and
Wales at a hearing to be held on December 1, 2008, (and an associated reduction in Protherics
share capital is confirmed by the Court at a separate hearing to be held on December 3, 2008), and
all other applicable conditions are either satisfied or (where applicable) waived, the Scheme of
Arrangement will become effective, and the acquisition will complete, on December 4, 2008 upon the
delivery of the Courts orders to the UK Registrar of Companies.
Protherics intends to file a Form 25 with the Securities and Exchange Commission on November 24,
2008, to effect the delisting. The delisting will be effective before the open of the NASDAQ market
on December 4, 2008. Protherics reserves the right to delay the filing of the Form 25.
Protherics and BTG also anticipate filing a Form 15F on or about December 4, 2008 to terminate
their registration under Section 12(g) of the Securities Exchange Act of 1934 and to terminate
their reporting obligations under Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934. Therefore, Protherics and BTG intend to suspend filing periodic and current reports with the
Securities and Exchange Commission on or about December 4, 2008.
Notes for Editors:
About Protherics
Protherics is a leading international biopharmaceutical company focused on specialist products for
critical care and cancer.
The Company has two critical care products, CroFab and DigiFab, approved for sale in the US. The
Company has the opportunity to sell these products in the US from October 2010 together with
Voraxaze, a supportive cancer care product, following anticipated approval in the US in 2010.
Protherics is also developing a number of other products in the cancer arena that it can
commercialise in-house.
In addition, Protherics has several potential blockbuster products that require development and
commercialisation partners. These include CytoFab which has been partnered by AstraZeneca in a
major licensing deal, and also Angiotensin Therapeutic Vaccine and Digoxin Immune Fabs for which
licensing partners will be sought in 2008-2009. These products have the potential to be high value
products that can provide additional funding for the Company.
Protherics reported revenues of £26.1 million for the year ended 31 March 2008 and a strong cash
balance of £37.7 million. With headquarters in London, the Company has approximately 300 employees
across its operations in the UK, US and Australia.
On September 18, 2008, Protherics announced a proposed merger with BTG through a recommended share
offer to be made by BTG to Protherics shareholders, which was approved by Protherics shareholders
at an extraordinary general meeting on November 11, 2008.
For further information visit
www.protherics.com
About BTG
BTG in-licenses, develops and commercializes pharmaceuticals targeting neurological and other
disorders including varicose veins and has a broad internal pipeline of development programs. The
company also has a substantial and growing revenue stream of royalties from out-licensed products.
BTG operates from offices in London, Philadelphia and Osaka. For further information, visit:
www.btgplc.com
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS
The statements in this press release that are not historical facts constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include
statements regarding the anticipated timing of the acquisition by BTG and the delisting and
deregistration of
Protherics ADSs. We undertake no obligation to update these forward-looking statements to reflect
events or circumstances that occur after the date of this report.
For further information contact:
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Protherics
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Andrew Heath, CEO
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+44 (0) 20 7246 9950
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Nick Staples, Director of Corporate Affairs
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+44 (0) 7919 480510
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Saul Komisar, President Protherics Inc
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+1 615 327 1027
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BTG
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Andy Burrows, Director of Investor Relations
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+44 (0)20 7575 1741
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Christine Soden, Chief Financial Officer
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+44 (0)20 7575 1591
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Financial Dynamics
press enquiries
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London: Ben Atwell, Lara Mott
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+44 (0) 20 7831 3113
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New York: John Capodanno
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+1 212 850 5600
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Or visit
www.protherics.com
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