Further to its announcement of 22 August 2016 regarding its proposed liquidation, Merrion is pleased to announce that notices of an annual general meeting and an extraordinary general meeting have been posted to shareholders. Both documents are also available on the Company's website www.merrionpharma.com.
An extraordinary general meeting ("EGM") of Merrion Pharmaceuticals plc will be held at the offices of ByrneWallace, 88 Harcourt Street, Dublin 2, D02 DK18, Ireland at 10:15 am on Tuesday 20th September 2016, or immediately after the conclusion of the Annual General Meeting (which is being held at 10 am on Tuesday 20th September 2016).
Subsequent to the disposal of key intellectual property assets to Novo Nordisk in December of 2015, the Company was classified as an investing company under ESM Rules. As such, the Company is required to make an investment by December 2016, failing which the Ordinary Shares would then be suspended from trading on the ESM. Since the beginning of 2016, the Board has considered the Company's options for optimising shareholder value, including the making of further investments according to the investment policy described in its circular to shareholders (to acquire companies or assets of companies operating in the healthcare sector). Consequently the Board has been pursuing opportunities in both the US and the UK, principally in the pharmaceutical business.
The Board have evaluated several opportunities for a proposed transaction that would (i) likely bring significant financial benefit to our shareholders beyond that which could be obtained in a members' voluntary winding up, (ii) be completed in a reasonable timeframe, and (iii) have a reasonable risk profile. Unfortunately the Company have been unable to identify a potential transaction that meets such criteria and that the Board could recommend as benefiting the shareholders. Consequently, the Board has concluded that the best path forward for the shareholders is a members' voluntary liquidation and the Board are unanimously recommending that course of action at the EGM. If the shareholders of the Company approve this course of action, the other Merrion group companies will be liquidated or struck off as appropriate.
The Board have completed a statutory Declaration of Solvency for the Company which indicates net proceeds of approximately €4,500,000 being available to its shareholders from the liquidation. However, the final net proceeds available for distribution may be subject to change once the proposed liquidation of the Company and, where applicable, certain of its subsidiaries, have been completed to the satisfaction of the Liquidator. The actual date and amount of the distributions will be determined by the Liquidator.
Suspension and Cancellation of Listing
The Ordinary Shares will be suspended from trading at 7.30 a.m. on 20 September 2016 in advance of the EGM, as the commencement of the liquidation process will render the Company inappropriate for admission to trading on ESM.
No mechanism to enable Ordinary Shares to be traded following cancellation of the listing will be made available to shareholders and the Ordinary Shares will not be transferable following the commencement of the liquidation without the consent of the Liquidator. The Ordinary Shares will be disabled in CREST immediately following the commencement of the liquidation. It is intended that trading of the Ordinary Shares on ESM will be cancelled on 21 September 2016.
The Directors consider the resolutions set out in the Notice of EGM to be in the best interests of the Company and unanimously recommend shareholders to vote in favour of each resolution. The Directors, who currently own or are interested in 6% of the issued ordinary share capital of the Company, see their interests as directly aligned with fellow shareholders and will vote to pass each Resolution.
|Expected timetable of events|
|Latest time and date for receipt of Forms of Proxy for the EGM||10.15 a.m. on 18 September 2016|
|Last day of dealings of Ordinary Shares on ESM and in CREST||19 September 2016|
|Suspension of dealings in Ordinary Shares||7.30 a.m. on 20 September 2016|
|EGM||10.15 a.m. on 20 September 2016|
|Appointment of the Liquidator (subject to a potential thirty day delay pursuant to the Summary Approval Procedure, as outlined in the Chairman's letter)||20 September 2016|
|Cancellation of the Company's Ordinary Shares from trading on ESM expected to be effective||7.30 a.m. on 21 September|
|Merrion Pharmaceuticals plc
T +353 1 469 3719
|Davy Corporate Finance
Anthony Farrell / Barry Murphy
+ 353 1 679 6363