This announcement contains Inside
Information.
Poseida
to be acquired by Roche
and
Update on
Tender Offer
· Malin
investee company Poseida to be acquired by Roche
· Poseida stockholders to receive $9.00 per share in cash at
closing plus a non-tradeable contingent value right (CVR) of up to
$4.00 per share
· Malin
expects to receive approximately $106.5 million from the
upfront payment and transaction expected to close in Q1,
2025
· Due to
the significant positive impact on Malin's estimated Intrinsic
Equity Value per Ordinary Share as a result of this transaction,
Malin will not proceed with its previously announced Tender Offer
at this time and will issue further announcements on its updated
capital return strategy in due course
Dublin-Ireland, 26 November
2024: Malin Corporation plc (Euronext
Growth Dublin:MLC) (Malin), a company investing in highly
innovative life sciences companies, today announces that its
investee company, Poseida Therapeutics, Inc. (NASDAQ: PSTX), has
entered into a merger agreement to be acquired by Roche Holdings,
Inc ("Roche") at a price of $9.00 per share of Poseida common stock
in cash at closing, plus a non-tradeable contingent value right to
receive certain contingent payments of up to an aggregate of $4.00
per share in cash upon achievement of specific milestones (the
"Transaction").
Malin owns approximately 12% of the
issued share capital of Poseida and the Transaction is expected to
deliver initial net proceeds to Malin of approximately $106.5
million, with the potential to receive up to a further $47.3
million through the CVRs on the achievement of specific
milestones.
Following this announcement, and
taking into account only the upfront consideration payable under
the Transaction, Malin's estimated Intrinsic Equity Value has
increased to approximately €192.1 million (equates to
approximately €10.17 per Malin share). This represents an
increase of 55.3% to the last disclosed estimate of €6.55 at 8
November 2024.
The closing of the Transaction is
subject to customary closing conditions, including the tender of
shares representing at least a majority of Poseida's outstanding
shares (other than shares held by Poseida, Roche or any of their
respective subsidiaries, and any dissenting shares), the completion
of regulatory review and other customary closing conditions. The
closing of the Transaction is currently expected to take place in
the first quarter of 2025.
Update on Tender Offer
As a result of the proposed
acquisition of Poseida by Roche and the significant increase in
Malin's estimated Intrinsic Equity Value per Ordinary Share arising
from the Transaction, the Board of Malin no longer considers it
appropriate to proceed with the Tender Offer on the basis of the
terms previously announced by the Company on 12 November 2024
(i.e., €6.55 per Malin share). Therefore, in accordance with the
discretion available to it, the Board of Malin has decided to
terminate the Tender Offer and the extraordinary general meeting of
Malin convened for 5 December 2024 to approve the Tender Offer will
be adjourned sine die
(indefinitely). As a result of the termination, no Ordinary Shares
will be repurchased pursuant to the Tender Offer and all Ordinary
Shares tendered to date will be returned to
Shareholders.
The Board will now consider how best
to return surplus capital to Shareholders and further announcements
will be made in due course.
Commenting on the transaction, Liam
Daniel, Chair of Malin, said:
"The sale of Poseida is a very significant
milestone for Malin in our continuing strategy to deliver maximum
value to shareholders and Malin remains committed to returning
excess capital of the business to Malin's shareholders. In light of
this positive development and the significant uplift in the
estimated Intrinsic Equity Value per share, the board of Malin
considers it to be in the best interests of shareholders to
terminate the Tender Offer launched on 12 November 2024. The Board
will take the financial effects of this Transaction into account as
part of its deliberations on the timing and scale of future returns
of excess capital to shareholders and will issue further updates in
due course."
For further information please
contact:
Malin
Fiona Dunlevy, Executive
Director/Company Secretary
Tel: +353 (0)1 901 5700
cosec@malinplc.com
Davy Corporate Finance (Financial
Adviser, Euronext Growth Listing Sponsor & Broker)
Brian Garrahy / Daragh
O'Reilly
Tel: +353 1 679 6363
Sodali & Co (Media
enquiries)
Eavan Gannon
Tel: +353 87 236
5973
eavan.gannon@sodali.com
