LONDON, UK: RTW Biotech Opportunities Ltd has agreed to the terms of a recommended all-share acquisition of Arix Bioscience PLC, to be affected through a scheme of reconstruction and the voluntary winding-up of Arix under section 110 of the Insolvency Act 1986, a notice said.

The scheme will combine the assets of Arix with RTW Bio, enhancing RTW Bio’s position as a leading UK-listed life sciences fund by adding significant scale.

Placing the assets of Arix under the management of RTW Investments LP (RTW), a best-in-class life sciences investor, provides Arix shareholders with superior access to investment opportunities and the capabilities to deploy Arix’s liquid assets rapidly.

Shareholders in the combined entity will be in a stronger position to benefit from potential future value creation through NAV growth, improved secondary market liquidity, and re-rating uplift of the pro-forma company.

Under the proposed terms, each eligible holder of ordinary shares in Arix will receive 1.4633 new RTW Bio shares in exchange for each Arix Share.

Based on the volume weighted average price of $1.1847 per issued share in the capital of RTW Bio for the 30 days prior to 27 October 2023 and the proposed terms, the exchange ratio values each Arix Share at £1.43.

RTW BIO, via its subsidiary RTW Biotech Opportunities Operating Ltd expects to enter into an agreement to acquire 33,023,210 Arix shares from Arix’s largest shareholder, Acacia Research Corporation representing an approximately 25.5 per cent interest in Arix for £1.43 in cash per Arix share

Roderick Wong, M.D., Managing Partner and Chief Investment Officer of RTW, stated: “Acquiring Arix’s complementary life science assets is a step-change accelerator to our vision for RTW Bio to be a UK-listed fund with meaningful scale that invests in innovative life science businesses in the UK and globally.

The scale that this transaction creates could not be better timed with the unprecedented life science market conditions, the accelerating medical innovation, industry trends that play into RTW’s core strengths. This transaction creates value and opportunity for both RTW Bio and Arix shareholders and positions all shareholders for future upside.”

William Simpson, Chairman of the Board of RTW, said, “I am delighted that we have reached an agreement to bring Arix’s cash and life science assets into RTW Bio and we welcome Arix shareholders to the RTW Bio shareholder registry.

The combination has compelling strategic rationale which is expected to generate future growth opportunities for all shareholders. The transaction represents an exciting opportunity to build upon our strong foundation by adding capital and scale to our best-in-class platform”.

Peregrine Moncreiffe, Chairman of the Board of Arix, stated: “Having considered the full spectrum of options available, the Special Committee of the Arix Board, together with its financial adviser, determined that this combination provides the best outcome for Arix shareholders and accordingly unanimously recommends shareholders vote in favour of the Scheme. The clear strategic and financial logic of the transaction maximizes the value of our assets and provides a meaningful long term growth opportunity with RTW and their impressive track record as a life sciences investment manager. We look forward to being long-term shareholders in the combined RTW Bio.”

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