On 2 January 2025, HOOKIPA Pharma Inc. (Nasdaq: HOOK) and Poolbeg Pharma plc (LON:POLB) announced that they have entered into non-binding discussions for an all-share acquisition by HOOKIPA of Poolbeg (the “Possible Offer” and the “2.4 Announcement”, respectively) to create a strong clinical-stage biopharmaceutical company focused on developing and commercialising innovative medicines for critical unmet medical needs, with a special focus on next-generation immunotherapies for the treatment of cancer and other serious diseases. Since then, the respective HOOKIPA and Poolbeg management teams have been holding extensive positive discussions and working constructively through the due diligence process, which is ongoing. The 2.4 Announcement stated that, in accordance with Rule 2.6(a) of the Code, HOOKIPA is required, by not later than 5.00 p.m. (London time) on 30 January 2025, to do one of the following: (i) announce a firm intention to make an offer for Poolbeg in accordance with Rule 2.7 of the Code; or (ii) announce that it does not intend to make an offer for Poolbeg, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
In order to allow further time for the diligence exercise and discussions to be completed, the Board of Poolbeg has requested that the Panel extend the PUSU Deadline in accordance with Rule 2.6(c) of the Code.
In light of this request, an extension has been granted by the Panel and, in accordance with Rule 2.6(a) of the Code, HOOKIPA is now required, by not later than 5.00pm on 27 February 2025, either to announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be further extended with the consent of the Panel, at Poolbeg’s request, in accordance with Rule 2.6(c) of the Code.
As announced on 10 January 2025, Gilead Sciences Inc. (Gilead) has indicated its intention to vote consistent with the HOOKIPA Board’s recommendation if a formal offer were to be made and to participate in the proposed concurrent Fundraise in an amount up to $8.7495 million, consistent with its current contractual obligations. HOOKIPA has a strategic partnership with Gilead on its HBV and HIV programs, with potential of up to $417.5m in future opt-in, development and commercial milestones, in addition to the potential for significant sales royalties.
As detailed in the 2.4 Announcement and in accordance with Rule 2.5 of the Code, HOOKIPA reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer and vary the transaction structure. HOOKIPA also reserves the right to amend the terms of any offer:
a) with the recommendation or consent of the Poolbeg board;
b) if Poolbeg announces, declares or pays any dividend or any other distribution or return of value to shareholders after the date of this announcement, in which case HOOKIPA reserves the right to make an equivalent reduction to the terms of its proposal;
c) following the announcement by Poolbeg of a Rule 9 waiver pursuant to the Code; or
d) if a third party announces a firm intention to make an offer for Poolbeg Pharma.
There can be no certainty that any offer will ultimately be made for the Company. Defined terms in this announcement are the same as the 2.4 Announcement except as otherwise stated.
A further announcement will be made when appropriate. This announcement has been made with the consent of HOOKIPA.
