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LONDON - Alliance Pharma (LON:ALAPH) plc has announced the publication of a Scheme Document detailing the proposed acquisition of the company by Aegros Bidco Limited, a move that will be voted on by shareholders at upcoming meetings scheduled for February 28, 2025.
The acquisition, initially agreed upon on January 10, 2025, is set to be executed through a Court-sanctioned scheme of arrangement. The Scheme Document, now available on Alliance’s website, includes a letter from the Chair, explanatory statements, full terms and conditions of the Scheme, and notices for the Court Meeting and General Meeting.
The board of directors at Alliance Pharma, advised by Deutsche Numis and Evercore, has unanimously recommended shareholders vote in favor of the acquisition. The directors consider the financial terms of the cash offer to be fair and reasonable. However, they have not provided a recommendation concerning the Alternative Offer, also proposed by Bidco, advising shareholders to seek independent advice.
Participants in Alliance Share Plans have been sent joint letters detailing the impact of the acquisition on their rights and the applicable arrangements. These letters are also available on the company’s website.
The Scheme requires approval from a majority of voting Scheme Shareholders, representing at least 75% in value of the shares, and a 75% majority vote at the General Meeting. Additionally, the Court must sanction the Scheme, which is subject to various conditions outlined in the Scheme Document.
Shareholders will receive proxy forms for the Court Meeting and General Meeting, and are encouraged to appoint the "Chair of the meeting" as their proxy. The effectiveness of the Scheme is anticipated in the first half of 2025, with the last day of trading of Alliance Shares on AIM expected to follow the Court’s sanction.
Amendments to the Midco Shareholders’ Agreement and Midco Articles have been made, allowing for more flexibility in share transfers and independent "tag-along" rights for Midco Beneficial Holders.
This announcement is based on a press release statement and provides shareholders with essential information regarding the acquisition process and their participation in the upcoming votes.
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