Overview of key transaction elements and timetable with regard to the public-to-private and financing transaction between
Amsterdam Molecular Therapeutics (AMT) Holding N.V.
in liquidation (in liquidatie)
ISIN Code NL0000886968
and
uniQure B.V.
ISIN Code NL0010124913
Technical information regarding the Transaction
On 16 February 2012, Forbion Co-Investment II Coöperatief U.A., Coöperatieve AAC LS U.A. and Forbion Co-Investment Coöperatief U.A. (collectively "Forbion"), uniQure B.V. ("uniQure"), a newly incorporated and privately held entity controlled by Forbion, and Amsterdam Molecular Therapeutics (AMT) Holding N.V. ("AMT") entered into an agreement. As further set out in a shareholder circular dated 17 February 2012 (the "Shareholder Circular") addressed to all AMT shareholders, the transaction that Forbion, uniQure and AMT agreed (the "Transaction") effectively regarded a public-to-private transaction combined with AMT's gene therapy business being provided with additional funding, consisting of five main elements:
On Friday 30 March 2012, an extraordinary general meeting of shareholders of AMT (the "Extraordinary General Meeting") approved the Transaction. On Thursday 5 April 2012 (the "Completion Date"), the Disposal was completed. As consideration for its disposed Business, AMT received 31,101,065 uniQure DRs. Immediately following the completion of the Disposal and consequently as per 5 April 2012, the Dissolution of AMT as resolved by the Extraordinary General Meeting has become effective, with the company's former management board members Mr. Jörn Aldag and Mr. Piers Morgan being the liquidators that shall liquidate AMT's dissolved property. On 26 April 2012 the distribution of the uniQure DRs to the AMT shareholders took place.
The overall result of the Transaction has been that if a person held shares in AMT on the Distribution Record Date, such person's investment in the Business was effectively transformed from a shareholding in the listed company AMT, to a holding of depositary receipts for (class B) ordinary shares in the unlisted, private company uniQure (or potentially a holding of (class A) ordinary shares in uniQure if the person in question is entitled to exchange his or her uniQure DRs in such shares pursuant to the Exchange Offer).
uniQure DRs and NPEX listing
The uniQure DRs are depositary receipts (certificaten van aandelen) for class B ordinary shares. The uniQure DRs have been issued (without uniQure's co-operation) by Stichting Administratiekantoor uniQure B.V., a trust foundation (stichting administratiekantoor) that holds the underlying class B ordinary shares on trust for the holders of the uniQure DRs.
The uniQure DRs will not be admitted to trading on a regulated market or on a multilateral trading facility, but are freely transferable and transfers of uniQure DRs may be settled through the book entry system operated by Euroclear Netherlands. Moreover, as from 26 April 2012 the uniQure DR are admitted to and tradable on the online automated trading platform Nederlandsche Participatie Exchange ("NPEX"). Holders of uniQure DRs that wish to be able to trade via NPEX are requested to transfer their depositary receipts to NPEX in accordance with the procedure that is set out on AMT’s website - www.amtbiopharma.com – using the registration form that is also available via the AMT website.
Further information on the Distribution, the Exchange Offer and the Delisting
Distribution
Because AMT’s dissolved property consisted of the uniQure DRs issued to AMT in the context of the Disposal without AMT having any known financial liabilities and the financial condition justified the same, AMT's liquidators decided to make an advance liquidation distribution to the AMT shareholders by distributing and allocating to each AMT shareholder one uniQure DR for each AMT share held on the Distribution Record Date (the "Advance Distribution"). It is not anticipated that there will be any further (final) distributions to AMT shareholders.
The Distribution Record Date was 23 April 2012 and the date on which the Advance Distribution of the uniQure DRs took place was 26 April 2012. The Advance Distribution of the uniQure DRs to the AMT shareholders was settled through the book entry system operated by Euroclear Netherlands, and resulted in one uniQure DR being credited in the securities account of each AMT shareholder for each AMT share held on the Distribution Record Date.
For completeness sake it is noted that the AMT shares have not been cancelled nor have otherwise ceased to exist upon the Advance Distribution of the uniQure DRs. The AMT shares will continue to exist until the Dissolution is finalised and AMT ceases to exist, which is expected to occur in the summer of 2012.
Exchange Offer
Each AMT shareholder that held at least 5% of the shares in the capital of AMT on the Distribution Record Date is entitled to exchange its uniQure DRs for an equal number of ordinary shares (class A) in uniQure, subject to such shareholder becoming party to the uniQure Shareholder Agreement.
An AMT shareholder that wishes to exchange its uniQure DRs for ordinary shares (class A) in uniQure pursuant to the Exchange Offer must give written notice thereof to AMT ultimately on 9 May 2012. The written notice should be accompanied with evidence of their AMT shareholding. More information on the Exchange Offer can also be found in the trust conditions (administratievoorwaarden) of Stichting Administratiekantoor uniQure B.V.
Delisting
When the liquidation ends, AMT and its shares shall cease to exist. This shall effectively also result in AMT's delisting, to the extent the delisting cannot be achieved at an earlier date in consultation with Euronext Amsterdam and subject to such conditions as Euronext Amsterdam may propose.
Timetable of principle events
|
Extraordinary General Meeting |
30 March 2012 |
|
Completion Date |
5 April 2012 |
|
Dissolution of AMT coming into effect |
5 April 2012 |
|
Ex Date |
19 April 2012 |
|
Distribution Record Date |
23 April 2012 |
|
Advance Distribution |
26 April 2012 |
|
uniQure DRs admitted to and tradable on NPEX |
as from 26 April 2012 |
|
Final date Exchange Offer |
9 May 2012 |
|
End of liquidation |
expected summer 2012 |
|
Delisting |
expected summer 2012 |
Security codes
AMT shares
• ISIN Code: NL0000886968
• Common Code: 030386612
• Symbol: "AMT"
uniQure DRs
• ISIN Code: NL0010124913
• 077014667 UNIQURE BV
Further information and announcements
For further information on the Transaction, reference should be made to the Shareholder Circular and to AMT's press release of 17 February 2012 in which the Transaction was announced and subsequent press releases. The Shareholder Circular shall prevail in case of inconsistency with this document. Copies of the Shareholder Circular can be obtained in electronic form from AMT's website (www. www.amtbiopharma.com) or can be obtained in hard copy free of charge through Kempen & Co N.V., (telefax number: +31 (0)20 3489549 or e-mail address: kas@kempen.nl) or from AMT (telephone number: +31 (0)20 5667394; telefax number: +31 (0)20 5669272).
Any further announcements of AMT concerning the Transaction will be issued by press release and on the AMT website (www.amtbiopharma.com).
Amsterdam Molecular Therapeutics (AMT) Holding N.V. in liquidation (in liquidatie)
Amsterdam, 26 April 2012