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Keeping pace with Open Orphan
It’s been an exceptionally busy few months for Open Orphan (ORPH) and its Executive Chairman Cathal Friel.
Since reversing into Venn Life Sciences last summer, Open Orphan has set it’s sights on a series of acquisitions to forge a specialist pharmaceutical services group with a focus on orphan drugs. In raising the money to complete the Venn Life Sciences and recent hVIVO acquisitions, Friel has invested over £2m of his own money through his investment vehicle Raglan Capital into Open Orphan. His investments are locked in until three years after the IPO in June 2019.
In 2018, over 50% of new FDA approved drugs were classed as ‘orphan’, i.e. treat rare diseases.
With this in mind, Friel and his team have constructed a vehicle to acquire and consolidate a number of smaller companies into a larger profitable pharma services company. Within this there is Open Orphan Genomic Health Data, using AI tools to build a valuable database of patient information using a low cost data collection methodology.
In the run up to the end of 2019, ORPH struck several three year contract agreements and collaborations lucrative partnership agreements and collaborations, most notably with French pharma giant Ipsen Group, Japanese pharma company Carna and a Tier 1 German pharma company as part of moving the original Venn business away from short term ad-hoc contracts towards longer more sustainable contracts.
The acquisition promised at Open Orphan’s launch last summer came to fruition in December, when the company announced the acquisition of hVIVO, a world leader in the provision of viral challenge study services to companies developing vaccines for viruses.
The deal offered 2.47 shares for each hVIVO share, providing its shareholders with a 33% uplift. Open Orphan also broke the mould by moving fast in a slow moving sector as this takeover was recorded as one of the fastest in 7 years for the London market, completing as it did in just 38 days. More importantly, the economies of scale the merger delivers greatly broadens Open Orphan’s in-house clinical offering and opportunities to commercialise the existing deal pipeline.
Both Venn and more importantly hVIVO had been chronically loss making, however given the compelling synergies, the Open Orphan team led by Friel are optimistic that the enlarged Group will be profitable by June 2020 if not before.
To maximise on the opportunities generated by the acquisition, a further £5.3m fundraise was completed at the end of January 2020, conducted at a small premium to market price and with a minimum fundraise of £2.5m once again underwritten by Friel’s investment vehicle. The raise was oversubscribed, predominantly funded by institutional investors and at a good premium to the IPO fundraise in June 2019. Added to this, Friel personally invested £300k.
As part of the hVIVO acquisition, Open Orphan now owns the largest quarantine facility in N Europe, with 24 quarantine bedrooms at Queen Mary’s Hospital in London.
As things currently stand, this facility may potentially be used for ill patients patients during the current Coronavirus crisis that is gripping China and slowly spreading to other countries.
Professor John Oxford, one of the original founders of hVIVO is also a world-leading expert on Coronavirus and virology. In this capacity he has appeared across numerous TV and radio programmes over the past week, and is also an advisor and consultant to Cathal Friel and the enlarged Open Orphan Group.
The coming days will see more information emerge about Open Orphan and hVivo’s capabilities surrounding virology, vaccines and the quarantine facility.
To keep up to speed with this fast moving company, the latest copy of the Open orphan investor presentation is now available to view on https://www.openorphan.com/investors/reasons-invest.
Alan Green – February 2020
Sunday Times – Irish firm Open Orphan #ORPH lined up for role in coronavirus fight
by Brian Carey
An Irish company is on call to play a part in the fight against the spread of the Wuhan coronavirus. Open Orphan, which is listed on the Alternative Investment Market in London, has just completed the purchase of hVivo, a British company which owns the largest commercial quarantine clinic in northern Europe.
The 24-bed clinic, attached to St Mary’s Hospital in London, is the only purpose-built commercial quarantine facility of its kind in Britain, and is normally used in vaccine trials. It is believed to be one of the few facilities in the UK where chronically ill coronavirus patients could be treated. There is a similar facility in Belgium, with seven beds.
Two Chinese nationals from the same family have been confirmed as Britain’s first
Read the full article here
Open Orphan #ORPH – Results of Placing and Subscription
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF OPEN ORPHAN PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
31 January 2020
Open Orphan plc – Results of Placing and Subscription
Open Orphan plc (ORPH), the rapidly growing specialist pharmaceutical services company which has a focus on orphan drugs, announces that, further to its announcement at 7.00 a.m. today (the “Fundraising Announcement”), it has successfully completed the oversubscribed Fundraising which is now closed.
The conditional Placing and Subscription has raised £5.3 million (before expenses) through the placing of 71,254,110 new Ordinary Shares and subscription of 15,631,143 new Ordinary Shares with certain institutional and new shareholders at an Issue Price of 6.1 pence per share.
As outlined in the Fundraising Announcement, the net proceeds of the Fundraising will be used to fund the growth and synergies programme of the business following the completion of the hVIVO acquisition on 17 January 2020. The complementary fit, the shared vision and strong shareholder support on both sides of the businesses has allowed Open Orphan to move swiftly to complete the public takeover from the first discussions in November.
hVIVO is an industry leading services provider in viral challenge studies and virology laboratory services. It has the only 24-bedroom state of the art quarantine clinic with on-site virology laboratory and provides a high level of infection control that allows multiple studies and virus-types to be used simultaneously. It has a world leading portfolio of viral challenge models including 2 Flu, 2 RSV, 1 Asthma, 1 Cough and 1 COPD viral challenge models.
Director Participation
The following Director of the Group participated in the Placing:
|
Name of Director |
Number of Placing Shares subscribed for |
Total Ordinary Shares following the Fundraising |
Total interest in the enlarged issued share capital |
|
Cathal Friel, Executive Chairman |
4,918,030 |
45,965,011 |
8.6 % |
The Placing participation from Cathal Friel is considered a related-party transaction for the purposes of Rule 13 of the AIM Rules for Companies. The directors (other than Cathal Friel) consider, having consulted with Arden Partners, the Company’s nominated adviser, that the Placing participation is fair and reasonable in so far as Open Orphan’s shareholders are concerned.
The Placing participation from Cathal Friel is considered a related-party transaction for the purposes of the Euronext Growth Rules. The directors (other than Cathal Friel) consider, having consulted with Davy, the Company’s Euronext Growth Adviser, that the Placing participation is fair and reasonable in so far as Open Orphan’s shareholders are concerned.
Admission and Total Voting Rights
The Fundraising is conditional on Admission, and is being carried out within the Company’s existing share authority to issue Ordinary Shares for cash.
It is expected that the Fundraising Shares will be admitted to trading on AIM and Euronext Growth at 8.00 a.m. on or around 6 February 2020 (or such later date as may be agreed between the Company and Arden, but no later than 28 February 2020).
Following Admission of the Fundraising Shares, the total number of Ordinary Shares in the Company in issue will be 532,507,627. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA’s Disclosure and Transparency Rules.
Cathal Friel, Executive Chairman of Open Orphan, said: “As I said in our RNS announcement of the 20th of January, I am hugely excited by the combination of Open Orphan and hVIVO. We have a fantastic team, substantial revenue potential and the opportunity to grow a profitable business quickly in the year ahead. I am personally participating in the placing as I believe in the strategy of the business and its ability to deliver substantial returns to shareholders in the next 12 months.
Furthermore, I am particularly excited as to the opportune timing of our acquisition of hVIVO, as virology, vaccines and viruses are particularly topical all around the world in recent days and weeks and hVIVO have the unique reputation as being the world leader in this space of providing services for over 30 years to the vaccine production companies around the world. Furthermore, hVIVO has quite a large database of anonymised patient data including genomic data and which we can now upload and potentially monetise through our Open Orphan Genomic Health Data platform.
We are delighted we have completed the Fundraising of over £5 million and welcome the new investors to the shareholder register, where our original Open Orphan founders and management team still retain a substantial stake in excess of 20% of the enlarged company because of our original personal investment in the business and which remains locked up for three years post our June 2019 IPO. The Fundraising strengthens the balance sheet to help us realise the full potential of the enlarged group. We are excited by the growth potential of the Company and look forward to creating value for all our shareholders.”
Capitalised terms in this Announcement shall have the meanings given to such terms in the Group’s announcement at 7.00 a.m. today.
For further information please contact
Open Orphan plc
Cathal Friel, Executive Chairman +353 (0)1 644 0007
Trevor Phillips, Chief Executive Officer +44 (0)20 7347 5350
Arden Partners plc (Nominated Adviser and Joint Broker) +44 (0)20 7614 5900
John Llewellyn-Lloyd / Benjamin Cryer
Davy (Euronext Growth Adviser and Joint Broker) +353 (0)1 679 6363
Anthony Farrell
Camarco (Financial PR) +44 (0)20 3757 4980
Tom Huddart / Daniel Sherwen
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
|
a) |
Name |
Cathal Friel |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
Executive Chairman |
||||
|
b) |
Initial notification/ Amendment |
Initial Notification |
||||
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
||||||
|
a) |
Name |
Open Orphan plc |
||||
|
b) |
LEI |
213800VT5KBM7JLIV118 |
||||
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
||||||
|
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary Shares
ESVUFR ISIN GB00B9275X97
|
||||
|
b) |
Nature of the transactions |
Purchase of 4,918,030 ordinary shares |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information – Aggregated volume – Price |
4,918,030 £299.999.83 |
||||
|
e) |
Date of the transaction |
31/01/2020 |
||||
|
f) |
Place of the transaction |
Dublin |
||||
Open Orphan #ORPH – Proposed Placing to raise a minimum of £5 million to fund growth and convert hVIVO proposal pipeline
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF OPEN ORPHAN PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
31 January 2020
Open Orphan plc – Proposed Placing and Subscription to raise a minimum of £5 million
Open Orphan plc (ORPH), a rapidly growing specialist pharmaceutical services company which has a focus on orphan drugs, with reference to its announcement of 20 January 2020, is pleased to announce a fundraising to raise a minimum of £5 million (before expenses) (the “Fundraising”) via a conditional placing of new Ordinary Shares (“Placing Shares”) at a price of 6.1 pence per new Ordinary Share (the “Issue Price”) to institutional and other investors (the “Placing”) and a subscription of new Ordinary Shares (“Subscription Shares”) at the Issue Price to institutional and other investors (the “Subscription”).
Fundraising highlights:
– The Group intends to conduct a conditional Placing and Subscription to raise a minimum of £5 million via the Placing of the Placing Shares at the Issue Price and Subscription of the Subscription Shares at the Issue Price.
– The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix I to this Announcement.
– The Company has conditionally raised approximately £1.0 million (before expenses) through the Subscription of 15,631,143 Subscription Shares.
– The proceeds of the Fundraising receivable by the Group will be used to fund the growth and synergies programme of the Group following completion of the Merger of Open Orphan and hVIVO (the “Merger”).
– The Issue Price represents a premium of approximately 0.8 per cent. to the closing mid-market price on 30 January 2020, being the latest practicable date before this Announcement.
– The Fundraising has been underwritten up to £2.5 million by Raglan Capital Limited, an entity controlled by Cathal Friel. Cathal Friel also intends to participate in the Placing.
– Admission of the Placing Shares and Subscription Shares (the “Fundraising Shares”) to trading on AIM and Euronext Growth (“Admission”) is expected to occur no later than 8.00 a.m. on 6 February 2020 or such later time and/or date as Arden, Davy and the Group agree (being in any event no later than 8.00 a.m. on 28 February 2020).
Cathal Friel, Executive Chairman of Open Orphan commented: “The Fundraising of £5 million will be used to fund the growth and synergies programme of the business and provide balance sheet strength to convert a strong pipeline of proposals with hVIVO. We are excited by the potential of the combined businesses, which we believe is positioned for profitability, and can deliver substantial returns for our shareholders.”
For further information please contact
Open Orphan plc
Cathal Friel, Executive Chairman +353 (0)1 644 0007
Trevor Phillips, Chief Executive Officer +44 (0)20 7347 5350
Arden Partners plc (Nominated Adviser and Joint Broker) +44 (0)20 7614 5900
John Llewellyn-Lloyd / Benjamin Cryer
Davy (Euronext Growth Adviser and Joint Broker) +353 (0)1 679 6363
Anthony Farrell
Camarco (Financial PR) +44 (0)20 3757 4980
Tom Huddart / Daniel Sherwen
Additional information
Expected timetable of principal events
|
Announcement of the Fundraising |
31 January 2020 |
|
Announcement of the results of the Fundraising |
31 January 2020 |
|
Admission of the Fundraising Shares to trading on AIM and Euronext Growth and commencement of dealings |
8.00 a.m. on 6 February 2020 |
|
Expected date for CREST accounts to be credited in respect of Fundraising Shares in uncertified form |
6 February 2020 |
|
Where applicable, expected date for despatch of definitive share certificated for Fundraising Shares in certified form |
20 February 2020 |
Open Orphan #ORPH – Compulsory Acquisition of Remaining hVIVO Shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
28 January 2020
Open Orphan plc (ORPH), the rapidly growing specialist pharmaceutical services Group which has a focus on orphan drugs, made a recommended all-equity offer (the “Offer”) on 9 December 2019 for the entire issued and to be issued share capital of hVIVO plc (“hVIVO”).
On 14 January 2020, Open Orphan announced that the Offer was closed and no longer capable of being accepted.
On 17 January 2020, Open Orphan announced that the Offer was unconditional in all respects and that, pursuant to the provisions of sections 974-991 of the Companies Act 2006, the Group would compulsorily acquire the remaining hVIVO shares to which the Offer related.
Posting of Compulsory Acquisition Notices
Further to its announcement on 17 January 2020 regarding its intention to implement the compulsory acquisition procedure pursuant to sections 974-991 of the Companies Act 2006, Open Orphan announces the despatch yesterday of formal compulsory acquisition notices to hVIVO Shareholders who have not accepted the Offer (the “Compulsory Acquisition Notices”). The compulsory acquisition will be settled on the same terms as the Offer and the relevant hVIVO shareholders will be entitled to receive 2.47 Open Orphan shares for every one hVIVO share. The transfer of Open Orphan Shares in accordance with the Compulsory Acquisition Notices will take place on 9 March 2020, being six weeks from the date of the Compulsory Acquisition Notices.
On the expiry of six weeks from the date of the Compulsory Acquisition Notices, being 9 March 2020, and unless any of the hVIVO shareholders who have not accepted the Offer apply to the Court and the Court orders otherwise, the hVIVO shares held by those hVIVO shareholders who did not accept the Offer will be acquired compulsorily by Open Orphan on the same terms as the Offer. The consideration shares to which those hVIVO shareholders will be entitled will be allotted to hVIVO as trustee on behalf of those hVIVO shareholders and they will be requested to claim their consideration by writing to Open Orphan at the end of the six-week period.
For further information please contact
Open Orphan plc
Cathal Friel, Executive Chairman +353 (0)1 644 0007
Trevor Phillips, Chief Executive Officer +44 (0)20 7347 5350
Arden Partners plc (Nominated Adviser and Joint Broker) +44 (0)20 7614 5900
John Llewellyn-Lloyd / Benjamin Cryer
Davy (Euronext Growth Adviser and Joint Broker) +353 (0)1 679 6363
Anthony Farrell
Camarco (Financial PR) +44 (0)20 3757 4980
Tom Huddart / Daniel Sherwen
Open Orphan #ORPH – Update on Placing
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
Update on Placing
Open Orphan plc (ORPH), a rapidly growing specialist pharmaceutical services company which has a focus on orphan drugs, confirms that as previously announced it is currently undertaking meetings with investors in connection with its proposed placing of £5 million. While the Company hopes to complete the placing at, or close to, the implied offer price of 6.3 pence per Ordinary Share in line with the authorities granted by shareholders to raise up to £10 million at the general meeting on 6 January 2020, there can be no certainty as to the outcome of the placing until such time as the placing is concluded.
Discussions with potential investors remain ongoing and a detailed announcement will be made in due course.
ENDS
Enquiries:
Open Orphan plc Tel: +353 1 644 0007
Cathal Friel, Executive Chairman
Trevor Phillips, Chief Executive Officer Tel: +44 (0)20 7347 5350
Arden Partners (Nominated Adviser and Joint Broker) Tel: +44 (0)20 7614 5900
John Llewellyn-Lloyd / Ruari McGirr / Benjamin Cryer
Davy (Euronext Growth Adviser and Joint Broker) Tel: +353 (0)1 679 6363
Anthony Farrell (Corporate Finance)
Camarco (Financial PR) Tel: +44 (0)20 3757 4980
Tom Huddart / Dan Sherwen
Notes to Editors on Open Orphan:
Open Orphan is a rapidly growing European full pharmaceutical services company with a focus on orphan drug and specialist services, comprising two commercial specialist CRO services businesses (Venn and hVIVO) and a developing early stage orphan drug genomics data platform business capturing valuable genetic data from patient populations with specific diseases with designated orphan drug status and incorporating AI tools. In June 2019, Open Orphan acquired AIM-listed Venn Life Sciences Holdings plc in a reverse take-over and in January 2020 it completed the merger with hVIVO plc. Venn, as an integrated drug development consultancy, offers CMC (chemistry, manufacturing and controls) , preclinical, phase I & II clinical trials design and execution and hVIVO, as an industry leading services provider in viral challenge studies and laboratory services, supports product development for customers developing antivirals, vaccines and respiratory therapeutics. The merger with hVIVO created a European full pharma services company broadening the Company’s customer base and with complementary specialist CRO services, widened the range of the Company’s service offerings.
IMPORTANT NOTICE
This Announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This Announcement is for information purposes only and does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the Company.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Open Orphan #ORPH announces completion of the merger with hVIVO and re-admission
Open Orphan plc (ORPH), a rapidly growing specialist pharmaceutical services company which has a focus on orphan drugs, is pleased to announce that admission to trading on AIM and Euronext Growth of its existing ordinary share capital and the new ordinary shares to be issued as consideration in connection with the Merger, will commence at 8.00 a.m. today.
Highlights:
· Completion of merger between Open Orphan and hVIVO creating a European full pharma services company in a compelling strategic combination
· Enhanced management and Board with a strong operational track record and M&A experience
o Cathal Friel, moving to Executive Chairman with a full-time hands-on role in the business
o Trevor Phillips and Tim Sharpington becoming CEO and COO, respectively, of the enlarged group
o New board with the appointment of Michael Meade as an additional non-executive director, along with Brendan Buckley and Mark Warne as non-executive directors and Trevor Philips and Cathal Friel as executive directors
· Combination creates a platform of highly specialised, complementary CRO service providers
· Combined robust pipeline of over £100 million at January 2020. The Group is focused on building long term contracts with recurring revenues. Open Orphan has confirmed signed contracts of €10.5m as of January 2020 which is the highest in its history with an additional €4m at an advanced stage with clients under an existing MSA. Open Orphan is successfully moving Venn away from short-term contracts to long-term, 3-year contracts with recurring revenues e.g. IPSEN (Nov ’19) and a German Tier One pharma company (Jan ’20). hVIVO has a solid pipeline of identified and pitched for contracts of £81.2m as of January 2020, which is significantly higher than the prior two years
· A number of joint Open Orphan and hVIVO pitches have already been submitted to hVIVO clients with the now expanded Venn service capability
· Estimated operational synergies of £3.1m in 2020 rising to £4.4m in 2021 – longer-term revenue synergy potential through utilisation of Open Orphan’s Phase II capabilities for hVIVO’s challenge study clients
· New combined revenue model unlocks potential for substantial revenue growth and sustainable profitability – by combining Open Orphan’s existing preclinical, phase 1 and Phase 2, regulatory and other services along with hVivo which is an industry leading services provider in viral challenge studies and laboratory services creating a leading European specialist pharma services company
· Proposed placing to raise £5m – underwritten by up to £2.5m by Raglan Capital – to support the Group’s growth plans
Cathal Friel, Executive Chairman of Open Orphan commented:
“I am hugely excited by the combination of Open Orphan and hVIVO. We have a fantastic team, substantial revenue potential and the opportunity to grow quickly in the year ahead. I am personally participating in the placing as I believe in the strategy of the business and its ability to deliver substantial returns to shareholders in the next 12 months.”
Trevor Phillips, CEO of Open Orphan commented:
“We now have an industry leading team with the ability to generate substantial revenue growth and profitability, delivering the leadership’s vision to create a successful European full pharma services company. With the now complementary and wider specialist CRO services offering, it gives us the opportunity to generate substantially larger revenues and over the full-time course of the customer relationship. With a robust combined pipeline, I am confident we have the solid platform to achieve our goals.”
Strategy – delivering on our pipeline and enhancing returns through business synergies
Since the acquisition of Venn Life Sciences by Open Orphan in June 2019, the Company has focused on transitioning Venn from short term contracts to long term contracts with recurring revenues, reducing its overheads and taking actions to increase profitability. Before the merger, hVIVO had successfully refocused its business model and completed a business turnaround with operational efficiency measures and headcount reductions implemented. The Merger is expected to bring further benefits as a result of hVIVO now being able to provide the Venn offering, preclinical, Phase I and Phase II to customers to its challenge study customers. The combined Group will now be able to offer a wider range of services to a broader customer base.
In addition to the Company’s focus on delivering the pipeline, it plans to supplement returns through immediate cost savings and operational synergies and near and medium term revenue synergies. In the short term, the combination of Open Orphan and hVIVO is expected to result in substantial cost savings through the elimination of subcontractor costs where they can be replaced by new capabilities within the enlarged Group. The Group estimates savings of up to £1.7m in FY20 rising to £2.3m in FY21. Furthermore, the Group intends to rationalise a number of duplicate costs resulting in £0.2m of cost savings in FY20 rising to £0.4m in FY21.
The Group expects to deliver total synergies of £3.1m in 2020 rising to £4.4m in 2021. This combined with identified longer-term revenue synergies by extending hVIVO relationships and utilising Phase II capability of Open Orphan to gain contracts for Phase II execution and lab services as existing challenge customers migrate to field trials is anticipated to see the Group well positioned for future growth.
Delivering the strategy is an enhanced leadership team with a track record of operational success and creating shareholder value. The new management of hVIVO, who joined eighteen months ago, has a track record of successfully restructuring and re-positioning the business for profitability having delivered significant savings of £11m since 2017 at hVIVO. The Open Orphan management has a successful history of M&A, business integration and delivering shareholder value and have significantly rationalised the Venn business and taken action to improve profitability. The combined group has the relevant expertise to deliver substantial revenue growth and profitability.
Proposed Placing
Open Orphan is proposing a placing of £5m to support the enlarged Group’s business plan (the Placing”). The proceeds of the Placing will be used to fund the rapid growth and synergies programme of the business. An improved balance sheet is expected to allow hVIVO to convert its current strong pipeline of proposals. The Placing is being underwritten by Cathal Friel’s vehicle, Raglan Capital, up to £2.5m; Raglan Capital also intends to participate in the Placing.
It is expected that further announcements regarding the Placing will be made in due course.
Compulsory Acquisition
Open Orphan intends shortly to exercise its rights pursuant to the provisions of sections 974-991 of the Companies Act 2006 to compulsorily acquire the remaining hVIVO Shares. The compulsory acquisition will be settled on the same terms as the Merger and the relevant hVIVO shareholders will be entitled to receive 2.47 Open Orphan shares for every one hVIVO share. Statutory notices are expected to be posted in the coming days to any hVivo shareholders who have not accepted the Merger offer with further details.
ENDS
Enquiries:
Open Orphan plc Tel: +353 1 644 0007
Cathal Friel, Executive Chairman
Trevor Phillips, Chief Executive Officer Tel: +44 (0)20 7347 5350
Arden Partners (Nominated Adviser and Joint Broker) Tel: +44 (0)20 7614 5900
John Llewellyn-Lloyd / Ruari McGirr / Benjamin Cryer
Davy (Euronext Growth Adviser and Joint Broker) Tel: +353 (0)1 679 6363
Anthony Farrell (Corporate Finance)
Camarco (Financial PR) Tel: +44 (0)20 3757 4980
Tom Huddart / Dan Sherwen
Notes to Editors on Open Orphan:
Open Orphan is a rapidly growing European full pharmaceutical services company with a focus on orphan drug and specialist services, comprising two commercial specialist CRO services businesses (Venn and hVIVO) and a developing early stage orphan drug genomics data platform business capturing valuable genetic data from patient populations with specific diseases with designated orphan drug status and incorporating AI tools. In June 2019, Open Orphan acquired AIM-listed Venn Life Sciences Holdings plc in a reverse take-over and in January 2020 it completed the Merger with hVIVO plc. Venn, as an integrated drug development consultancy, offers CMC (chemistry, manufacturing and controls) , preclinical, phase I & II clinical trials design and execution and hVIVO, as an industry leading services provider in viral challenge studies and laboratory services, supports product development for customers developing antivirals, vaccines and respiratory therapeutics. The Merger with hVIVO created a European full pharma services company broadening the Company’s customer base and with complementary specialist CRO services, widened the range of the Company’s service offerings.
Open Orphan #ORPH – hVIVO merger offer now wholly unconditional
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF ANY SUCH JURISDICTION
17 January 2020
Recommended All Equity Offer for
HVIVO PLC (“HVIVO”)
to merge with
OPEN ORPHAN PLC (“OPEN ORPHAN”)
Offer Wholly Unconditional
Introduction
On 9 December 2019, the boards of Open Orphan and hVIVO announced that they had reached agreement on the terms of a recommended all-equity offer for the entire issued and to be issued share capital of hVIVO (the “Offer”). Under the terms of the Offer, hVIVO Shareholders will be entitled to receive 2.47 New Open Orphan Shares for every one hVIVO Share. The Offer represents a value of approximately 15.56 pence per hVIVO Share and a premium of 33.8 per cent. based upon the hVIVO Closing Price on 6 December 2019, being the last practicable date prior to announcement of the Offer, valuing hVIVO at approximately £12.96 million.
On 31 December 2019, Open Orphan announced that the Offer had been declared unconditional as to acceptances and on 14 January 2020 announced that it had received acceptances in respect of 77,348,100 hVIVO Shares, representing approximately 92.5 per cent. of the issued ordinary share capital of hVIVO.
Offer Wholly Unconditional
Open Orphan announces that it has decided, in accordance with the Offer Document, to waive the outstanding conditions under the Offer. Accordingly, there are no further conditions to be satisfied and the Offer is now unconditional in all respects.
Admission of the Enlarged Share Capital
Application has been made for the admission of the Consideration Shares and the Existing Ordinary Shares, being 445,622,374 Ordinary Shares to trading on AIM and Euronext Growth, which is expected to become effective and dealings commence at 8.00 a.m. on 20 January 2020.
Compulsory acquisition
Open Orphan intends to shortly exercise its rights pursuant to the provisions of sections 974-991 of the Companies Act to compulsorily acquire the remaining hVIVO Shares. The compulsory acquisition will be settled on the same terms as the Offer and hVIVO Shareholders will be entitled to receive 2.47 Open Orphan Shares for every 1 hVIVO Share.
In exercising such rights in respect of hVIVO Shares held by hVIVO Shareholders in, or with a registered address in, a Restricted Jurisdiction, Open Orphan may elect to arrange for such hVIVO Shares to be sold on behalf of the relevant hVIVO Shareholder and the proceeds (less the costs and expenses of such sale) remitted to such hVIVO Shareholder.
Enquiries:
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Open Orphan plc Cathal Friel, Chief Executive Officer
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+353 (0)1 644 0007 |
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Arden Partners plc (Nominated Adviser and Joint Broker) John Llewellyn-Lloyd / Ben Cryer
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+44 (0)20 7614 5900 |
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JE Davy (Euronext Adviser and Joint Broker) Anthony Farrell |
Open Orphan #ORPH – Second Closing of the hVIVO Offer, No extension of the Offer
Second Closing of the Offer No extension of the Offer
Introduction
On 9 December 2019, the boards of Open Orphan and hVIVO announced that they had reached agreement on the terms of a recommended all-equity offer for the entire issued and to be issued share capital of hVIVO (the “Offer”). Under the terms of the Offer, hVIVO Shareholders will be entitled to receive 2.47 New Open Orphan Shares for every one hVIVO Share. The Offer represents a value of approximately 15.56 pence per hVIVO Share and a premium of 33.8 per cent. based upon the hVIVO Closing Price on 6 December 2019, being the last practicable date prior to announcement of the Offer, valuing hVIVO at approximately £12.96 million.
On 31 December 2019, Open Orphan announced that the Offer had been declared unconditional as to acceptances and that it would remain open for acceptances until 1.00 p.m. (London time) on 13 January 2020.
On 7 January 2020, Open Orphan announced that it had made an offer to holders of outstanding hVIVO Options previously granted by hVIVO pursuant to the terms of the hVIVO LTIP in accordance with Rule 15 of the Takeover Code (the “Rule 15 Offer”). The Rule 15 Offer remains open until 5pm on 27 January 2020.
Level of acceptances
As at 1.00 p.m. (London time) on 13 January 2020, valid acceptances had been received in respect of 77,348,100 hVIVO Shares, representing approximately 92.5 per cent. of the issued ordinary share capital of hVIVO.
Open Orphan understands that acceptances have been received in respect of 178,973 hVIVO Shares (representing approximately 0.21 per cent. of the existing issued share capital of hVIVO) which were the subject of irrevocable undertakings procured by Open Orphan or persons acting in concert with it. Acceptances were outstanding in respect of 25,991 hVIVO shares (representing approximately 0.03 per cent. of the existing issued share capital of hVIVO) which were the subject of irrevocable undertakings procured by Open Orphan or persons acting in concert with it.
Save as disclosed in this announcement, as at close of business in London on 13 January 2020 (being the latest practicable time and date prior to the date of this announcement), neither Open Orphan nor, so far as Open Orphan is aware, any person acting in concert with Open Orphan has:
· any interest in, or right to subscribe in respect of, or any short position in relation to hVIVO relevant securities, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of hVIVO relevant securities; or
· borrowed or lent any hVIVO relevant securities (including any financial collateral arrangements), save for any borrowed shares which have been either on-lent or sold.
The percentages of hVIVO Shares referred to in this announcement are based on a figure of 83,583,946 hVIVO Shares in issue as at close of business in London on 13 January 2020 (being the latest practicable time and date prior to the date of this announcement).
No extension to the Offer
The Offer was open for acceptance until 1.00 p.m. (London time) on 13 January 2020. The Offer has now closed and is no longer capable of being accepted. However, the Offer remains subject to the terms and remaining outstanding conditions set out in the Offer Document.
Compulsory acquisition
As Open Orphan has now received over 90 per cent. acceptances of the hVIVO Shares to which the Offer relates, Open Orphan intends, subject to the Offer becoming unconditional in all respects, to now exercise its rights pursuant to the provisions of sections 974-991 of the Companies Act to compulsorily acquire the remaining hVIVO Shares. In exercising such rights in respect of hVIVO Shares held by hVIVO Shareholders in, or with a registered address in, a Restricted Jurisdiction, Open Orphan may elect to arrange for such hVIVO Shares to be sold on behalf of the relevant hVIVO Shareholder and the proceeds (less the costs and expenses of such sale) remitted to such hVIVO Shareholder.
Admission of the Enlarged Share Capital
Application has been made for the admission of the Consideration Shares and the Existing Ordinary Shares to trading on AIM and Euronext Growth, which is expected to become effective and dealings commence at 8.00 a.m. on 20 January 2020.
Enquiries:
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Open Orphan plc Cathal Friel, Chief Executive Officer
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+353 (0)1 644 0007 |
|
Arden Partners plc (Nominated Adviser and Joint Broker) John Llewellyn-Lloyd / Ben Cryer
|
+44 (0)20 7614 5900 |
|
JE Davy (Euronext Adviser and Joint Broker) Anthony Farrell |