Arix Bioscience PLC has announced the suspension of trading in its shares on the London Stock Exchange in anticipation of the Second General Meeting, which will be held today. This follows the agreement of a recommended all-share acquisition of Arix's assets by RTW Biotech Opportunities Ltd, via a subsidiary, to be effected through a scheme of reconstruction and the voluntary winding-up of Arix under section 110 of the Insolvency Act 1986. Further details on the scheme are available in the circular published by Arix on 5 January 2024.
In connection with the scheme, Arix confirms that trading in the shares on the London Stock Exchange will be suspended by no later than 7:30 a.m today, 12 February 2024. A further announcement will be made by Arix in relation to the results of the Second General Meeting later today. The company has provided contact information for inquiries related to the acquisition.
The announcement also includes important information for US shareholders of Arix, stating that the securities referred to in the announcement have not been and will not be registered under the U.S. Securities of 1933, as amended, and may not be offered or sold in the United States or to any "U.S. persons" except pursuant to an applicable exemption from registration. It also outlines the conditions and restrictions for the offering and sale of the Consideration Shares to US shareholders.
The announcement emphasizes that Jefferies International Limited is acting exclusively for Arix in connection with the matters set out in the announcement and will not regard any other person as its client in relation to the matters in the announcement. It also provides a notice to US shareholders of Arix, stating that the announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.
The announcement concludes with information regarding the offering and sale of Consideration Shares to investors in the United States and outside of the United States, as well as the registration status of RTW Bio as an investment company under the 1940 Act.