TLC Announces Details of Stock Swap Transactions
July 05 2021 - 6:16AM
Taiwan Liposome Company (Nasdaq: TLC, TWO: 4152, “the company”), a
clinical-stage specialty pharmaceutical company developing novel
nanomedicines to target areas of unmet medical need, today
announced details of the company’s board-approved stock swap
transactions with Woods Investment Company, Ltd. (“Woods”) at a
press conference held at 4:00pm Taipei time at the Taipei Exchange
(TPEx). Details of the stock swap transactions are as follows:
In response to the company's long-term
development plan and realization of shareholders' investment, the
company’s board of directors passed a resolution on July 5, 2021,
for conducting a stock swap transaction, pursuant to which Woods
will issue Series B preferred shares as consideration at NT$100 a
share, without adjustment mechanisms for price or share conversion
ratio, in exchange for common shares of the company, for Woods’
100% stake in the company, at the exchange ratio of 1:1.
The company plans to discuss details of the
stock swap transaction at the extraordinary general meeting
scheduled for August 20, 2021. Should the resolution be passed by
shareholders, the company plans to apply for termination of stock
trading with TPEx and termination of public offering with Taiwan’s
Financial Supervisory Commission. Delisting and cancellation of
registration of the company’s American Depositary Shares (ADSs) on
Nasdaq Global Market will also be conducted in accordance with
applicable regulations. The share swap closing date, termination of
trading securities on TPEx and cessation of public offering are
tentatively scheduled to be October 8, 2021; actual date will be
subject to the approval of the competent authorities.
In consideration of the company’s strategic
development plan to target its products on the United States and
European Union and the necessary funds and corresponding investment
risks required in response to the challenge of increasing
competition in overseas markets, George Yeh, President of the
company and Director of Woods, following in-depth discussions with
the management team and the board, has decided to privatize the
company.
Major shareholders and PAG have allocated ~US$90
million to redeem the shares after taking into account potential
participation in the rollover transactions. Upon completion of the
rollover transaction, the company will become a wholly owned
subsidiary of Woods, with no impact on the company's net value per
share or earnings per share. Following privatization, Woods will
execute its global business and corporate strategies and seek
further tactical options internationally, which includes ~US$50
million additional funding.
The Series B preferred stocks issued by Woods
will mature one month following the date of issuance. During the
period from the date of issuance to ten days before the maturity
date of the Series B preferred stock, shareholders of the Series B
preferred stock will have the option of converting one Series B
preferred share to one Woods common share and participating in the
restructuring plan described above if meeting the documentation and
procedural requirements laid forth by Woods and the Taiwan
regulatory approval requirement for foreign investors. If the
conversion application has not been duly made with the complete
documentation within the prescribed period, Woods will fully redeem
the remaining Series B preferred shares at NT$100 per share.
About PAG
PAG is one of Asia’s largest independent
alternative investment management groups focusing on private
equity, real estate, and absolute returns. Founded in 2002, PAG
today manages US$40 billion in assets. PAG utilizes a thematic
approach to invest in private equity, locating and supporting
companies with a global leadership status, outstanding performance,
dedicated management team and immense potential for development.
PAG has invested in several biotechnology and healthcare companies,
which are at the core of its investment focus.
About TLC
TLC (NASDAQ: TLC, TWO: 4152) is a clinical-stage
specialty pharmaceutical company dedicated to the research and
development of novel nanomedicines that maximize the potential of
its proprietary lipid-assembled drug delivery platform (LipAD®).
TLC’s deep experience with liposome science allows a combination of
onset speed and benefit duration, improving active drug
concentrations while decreasing unwanted systemic exposures. TLC’s
BioSeizer® technology is designed to enable local sustained release
of therapeutic agents at the site of disease or injury; its NanoX®
active drug loading technology has been proven in two approved
drugs and is designed to alter the systemic exposure of a drug,
potentially reducing dosing frequency and enhancing distribution of
liposome-encapsulated active agents to the desired site. These
technologies are versatile in the choice of active pharmaceutical
ingredients, and scalable with respect to manufacturing. TLC has a
diverse, wholly owned portfolio of therapeutics that target areas
of unmet medical need in pain management, ophthalmology, and
oncology.
Contact
Dawn Chi
Corporate Communications
+886 2 2655 7377
dawn@tlcbio.com
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