Arix Bioscience PLC has announced the publication of a circular and RTW Bio prospectus regarding the recommended all-share acquisition of Arix's assets by RTW Biotech Opportunities Ltd. The circular contains the full terms and conditions of the scheme, a letter from the Chairman of Arix, an expected timetable of principal events, notice of the First General Meeting, and details of the actions to be taken by shareholders entitled to vote at the meeting. The circular will be available on Arix's website. RTW Bio will also publish a prospectus relating to the new shares to be issued to eligible shareholders under the terms of the scheme, which will be available on RTW Bio's website.
Arix has received irrevocable undertakings from Arix directors Debra Barker and Andrew Smith to vote in favor of the scheme at the Arix general meetings in respect of their own holdings of Arix shares. The irrevocable undertakings given by these directors are on the same terms as those given by Peregrine Moncreiffe and former director Robert Lyne. Arix has received irrevocable undertakings in respect of 26.3% of Arix’s issued share capital. The scheme will require the approval of shareholders at the General Meetings, which will be held at Clifford Chance LLP, London, on 29 January 2024.
The announcement also includes legal disclaimers regarding the release, publication, or distribution of the information in certain jurisdictions, including the United States, Australia, Canada, Japan, and the Republic of South Africa. It emphasizes that the announcement is not an offer to sell or the solicitation of an offer to acquire any securities in the United States or any other jurisdiction where such an offer, solicitation, or sale of securities would be unlawful.