Triton makes 'increased and final' 925p bid for Clinigen

The AIM-traded firm said it had agreed with the board of the Triton-controlled acquisition vehicle Triley Bidco the terms of an “increased and final” recommended all-cash offer, under which Bidco would acquire the entire issued and to-be-issued ordinary share capital of Clinigen at a price of 925p in cash per share.

“Bidco announces that the increased final offer is final and will not be increased, except that Bidco reserves the right to revise the financial terms of the increased final offer if there is an announcement … of an offer or a possible offer for Clinigen by a third party offeror or a potential offeror,” the Triton vehicle said in its statement.

Triley Bidco said that, after making seven different proposals and undertaking “careful and extensive” due diligence, it had “fully reflected” the value of Clinigen and its future commercial prospects in the increased final offer.

The company said the offer reflected the “strength” of the services business, while accounting for the expected headwinds related to parts of the products division as noted by Clinigen in its 2021 update.

“The increased final offer allows shareholders to realise in cash the benefits of the application of Proleukin to the potential treatment being developed by Iovance which is currently undergoing clinical trials, where the outcome will remain uncertain for some time and outside of Clinigen's control.”

Triley Bidco said that, despite recent developments including the unexpected delay in approval of the Erwinaze US BLA and the potential impact to trading due to the continued prevalence of the Covid-19 Omicron variant, it was confident that Clinigen could reach its full potential in a private market setting.

It noted that the increased final offer represented a premium of 48% to the ex-dividend closing price of 625p on 1 December, being the last business day before the start of the offer period, and was a 42p, or 4.8%, cash increase on the original offer price of 883p in cash per Clinigen share.

The increased final offer valued the entire share capital of Clinigen at around £1.3bn on a fully-diluted basis.

“The Clinigen directors, who have been so advised by RBC Capital Markets and Numis as to the financial terms of the increased final offer, consider the terms to be fair and reasonable,” Clinigen’s board said in its recommendation.

“In providing its advice, RBC Capital Markets and Numis have taken into account the commercial assessments of the Clinigen directors.”

As a result, the Clinigen board said it was unanimously recommending shareholders vote in favour of the scheme.

At 0942 GMT, shares in Clinigen Group were down 1.1% at 895p.