NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, IN
OR INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
PROTHERICS PLC ("PROTHERICS")
Proposed delisting of American Depositary Shares from NASDAQ
London, UK; Brentwood, TN, US; 14 November 2008 - Protherics PLC
(LSE : PTI ) (NASDAQ : PTIL ) ("Protherics") has today provided notice to
NASDAQ for the delisting of its American Depositary Shares ("ADSs") in
connection with its proposed acquisition by BTG plc ("BTG"), a public
limited company incorporated under the laws of England and Wales with
ordinary shares listed on the London Stock Exchange (LSE : BGC ).
The Scheme of Arrangement by which the acquisition is being effected is
expected to become effective on December 4, 2008, subject to the
sanction of the Scheme of Arrangement by the High Court of England and
Wales at a hearing to be held on December 1, 2008 and the confirmation
by the Court of the associated reduction of Protherics' share capital
at a separate hearing to be held on December 3, 2008, as well as the
satisfaction or (where applicable) waiver of the other applicable
conditions. In accordance with the rules of the Securities and Exchange
Commission and NASDAQ, Protherics has provided written notice to NASDAQ
of its intent to delist the ADSs.
Pursuant to the Scheme of Arrangement, each holder of Protherics
ordinary shares will receive .291 shares of BTG for each Protherics
ordinary share held as at 6.00 p.m., London time, on December 3, 2008
(the "Scheme Record Time").
In connection with the Scheme of Arrangement, the Depositary Agreement
governing the ADSs and the ADS program will be terminated. Holders of
ADSs will not receive BTG ordinary shares pursuant to the Scheme of
Arrangement in respect of their ADSs. Instead, concurrently with the
Scheme of Arrangement becoming effective, The Bank of New York Mellon,
as Depositary for the ADSs, will sell the BTG ordinary shares it
receives pursuant to the Scheme of Arrangement on the London Stock
Exchange. The Depositary will credit the accounts of the ADS holders
with the proceeds of such sales upon presentation of the Protherics
ADSs for cancellation, net of the Depositary's fees and expenses.
The Scheme of Arrangement was approved at a Court convened meeting of
Protherics shareholders and a separate extraordinary general meeting of
Protherics shareholders that were both held on November 11, 2008.
Assuming that the Scheme of Arrangement is sanctioned by the High Court
of England and Wales at a hearing to be held on December 1, 2008, (and
an associated reduction in Protherics' share capital is confirmed by
the Court at a separate hearing to be held on December 3, 2008), and
all other applicable conditions are either satisfied or (where
applicable) waived, the Scheme of Arrangement will become effective,
and the acquisition will complete, on December 4, 2008 upon the
delivery of the Court's orders to the UK Registrar of Companies.
Protherics intends to file a Form 25 with the Securities and Exchange
Commission on November 24, 2008, to effect the delisting. The delisting
will be effective before the open of the NASDAQ market on December 4,
2008. Protherics reserves the right to delay the filing of the Form 25.
Protherics and BTG also anticipate filing a Form 15F on or about
December 4, 2008 to terminate their registration under Section 12(g) of
the Securities Exchange Act of 1934 and to terminate their reporting
obligations under Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934. Therefore, Protherics and BTG intend to suspend
filing periodic and current reports with the Securities and Exchange
Commission on or about December 4, 2008.
Notes for Editors:
About Protherics
Protherics is a leading international biopharmaceutical company focused
on specialist products for critical care and cancer.
The Company has two critical care products, CroFabTM and DigiFabTM,
approved for sale in the US. The Company has the opportunity to sell
these products in the US from October 2010 together with VoraxazeTM, a
supportive cancer care product, following anticipated approval in
the US in 2010. Protherics is also developing a number of other
products in the cancer arena that it can commercialise in-house.
In addition, Protherics has several potential blockbuster products that
require development and commercialisation partners. These include
CytoFabTM which has been partnered by AstraZeneca in a major licensing
deal, and also Angiotensin Therapeutic Vaccine and Digoxin Immune Fabs
for which licensing partners will be sought in 2008-2009. These
products have the potential to be high value products that can provide
additional funding for the Company.
Protherics reported revenues of GBP26.1 million for the year ended 31
March 2008 and a strong cash balance of GBP37.7 million. With
headquarters in London, the Company has approximately 300 employees
across its operations in the UK, US and Australia.
On September 18, 2008, Protherics announced a proposed merger with BTG
through a recommended share offer to be made by BTG to Protherics
shareholders, which was approved by Protherics shareholders at an
extraordinary general meeting on November 11, 2008.
For further information visit www.protherics.com
About BTG
BTG in-licenses, develops and commercializes pharmaceuticals targeting
neurological and other disorders including varicose veins and has a
broad internal pipeline of development programs. The company also has a
substantial and growing revenue stream of royalties from out-licensed
products. BTG operates from offices in London, Philadelphia and Osaka.
For further information, visit: www.btgplc.com
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS
The statements in this press release that are not historical facts
constitute "forward-looking" statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking
statements include statements regarding the anticipated timing of the
acquisition by BTG and the delisting and deregistration of Protherics
ADSs. We undertake no obligation to update these forward-looking
statements to reflect events or circumstances that occur after the date
of this report.
For further information contact:
Protherics
Andrew Heath, CEO +44 (0) 20 7246 9950
Nick Staples, Director of Corporate Affairs +44 (0) 7919 480510
Saul Komisar, President Protherics Inc +1 615 327 1027
BTG
Andy Burrows, Director of Investor Relations +44 (0)20 7575 1741
Christine Soden, Chief Financial Officer +44 (0)20 7575 1591
Financial Dynamics - press enquiries
London: Ben Atwell, Lara Mott +44 (0) 20 7831 3113
New York: John Capodanno +1 212 850 5600
Or visit www.protherics.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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