Announcement • May 14
An undisclosed funds, managed by DBAY Advisors Limited, An undisclosed funds, managed by Baring Asset Management Limited, Edmond De Rothschild Equity Strategies IV Fund, a fund managed by Edmond de Rothschild Private Equity Management Ltd. and an undisclosed buyer completed the acquisition of remaining 71.9% stake in Alliance Pharma plc (AIM:APH) from Andrew Franklin, Richard Jones, Nick Sedgwick, Slater Investments Limited and others.
An undisclosed funds, managed by DBAY Advisors Limited, An undisclosed funds, managed by Baring Asset Management Limited, Edmond De Rothschild Equity Strategies IV Fund, a fund managed by Edmond de Rothschild Private Equity Management Ltd. and an undisclosed buyer reached an agreement to acquire remaining 71.9% stake in Alliance Pharma plc (AIM:APH) from Andrew Franklin, Richard Jones, Nick Sedgwick, Slater Investments Limited and others for approximately £250 million on January 10, 2025. The Acquisition will be implemented by means of a court-sanctioned scheme of arrangement. The group of investors will acquire remaining 389,489,299 shares at a price of £0.625 per share. The acquisition will be carried out through Aegros Bidco Limited. The Bidco is owned 70.1% by DBAY Affiliates, 23.9% by Edmond De Rothschild Equity Strategies IV Fund and remaining 6% by TH Argo Holding S.C.Sp and undisclosed funds managed by Baring Asset Management Limited. The shareholders of Alliance can either elect cash or alternative option. Under the terms of the Acquisition and as an alternative to the Cash Offer, the shareholders may elect to participate in the Alternative Offer by exchanging some or all of their Scheme Shares for rollover loan notes issued by Bidco which will, subject to implementation of the Rollover ultimately be exchanged for B ordinary shares in the capital of Midco having the rights of B Shares. As part of cash consideration, £243.43 million is paid towards common equity and £3.59 million is paid towards options of Alliance Pharma plc.
The Cash Offer will be fully funded by a combination of equity to be invested by DBAY Affiliates and the ERES IV Fund, subordinated junior debt facilities to be made available to an indirect holding company of Bidco, Holdco 2, by certain third party-lenders. Bidco has received irrevocable undertakings in respect of a total of 260,911 Alliance Shares representing, in aggregate, approximately 0.07% of the Scheme Shares, and 0.05% of the Alliance Shares The Alliance Directors who hold Alliance Shares (being Andrew Franklin and Richard Jones) have irrevocably undertaken to vote (or, where applicable, procure voting) in favor of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting.
The transaction is subject to receipt of foreign investment clearances in France, Germany, Ireland and Italy, approval of offer by the shareholders of Alliance Pharma plc and subject to court approval. The deal has been approved by the board of directors of Bidco and Alliance Pharma plc. Upon completion, the shares of Alliance Pharma will be delisted from AIM. The transaction is expected to close in the first half of 2025. As of February 26, 2025, the boards of directors of Bidco and Alliance announced that the Alliance Directors intended to adjourn the Court Meeting and General Meeting to provide further time for discussions with Alliance Shareholders and to allow Alliance Shareholders additional time to consider the Acquisition. The Court Meeting and General Meeting will now be held on March 13, 2025. As of March 10, 2025 Alliance Pharma has agreed to a final increased cash offer of £64.75 pence per share from Dbay Advisors Ltd and Edmond de Rothschild Equity Strategies IV SLP, also known as Eres IV Fund, valuing the company at approximately £362 million. On March 13, 2025, the shareholders of Alliance Pharma plc approved the Scheme at the Court Meeting and the Resolution to implement the Scheme was passed by the requisite majority of Alliance Shareholders at the General Meeting. On March 20, 2025, the foreign direct investment clearances from the French Ministry of the Economy and the German Federal Ministry for Economic Affairs and Climate Action have also been received. Accordingly, all regulatory conditions of the Scheme Document have now been satisfied. Subject to satisfaction of the remaining Conditions, the Effective Date of the Scheme is expected to be May 14, 2025. As of May 12, 2025, High Court of Justice in England and Wales has today issued the Court Order sanctioning the Scheme. The Scheme has become fully unconditional, subject only to the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 14 May 2025.
Freddie Barnfield, Stuart Ord and Duncan Monteith of Numis Securities Limited acted as financial advisor to Alliance Pharma plc. Julian Oakley, Julien Baril and Chris Whittaker of Evercore Partners International LLP acted as financial advisor to Alliance Pharma plc. Gary Clarence and Harry Hargreaves of Investec Bank plc acted as financial advisor to DBAY Advisors Limited and Bidco. Mohammed Senouci, Donald Lowe and Fiona Swords of Travers Smith LLP acted as legal advisor to DBAY Advisors Limited and Bidco. Paul Mudie, Andrew Jolly, Phil Linnard, Philippa O'Malley, William Turtle and Charles Osborne of Slaughter and May acted as legal advisor to Alliance Pharma plc. Link Market Services Limited acted as Registrar to Alliance Pharma plc in relation to the acquisition. Ian Piggin, Jeff Elway, Sam Beighton, Chris Brierley of Gowling WLG (UK) LLP acted as legal advisor to Edmond de Rothschild Private Equity Management Ltd on public to private bid for Alliance Pharma plc. Laure Lamm-Coutard, Partner at Elyan Partners exclusive advisor to Edmond de Rothschild Private Equity (France). Nick Cusack, Chris Hyde, and Anthony Doolittle of Hogan Lovells advises Hayfin on the financing of the take-private acquisition of Alliance Pharma plc by DBAY Advisors. Richard Jones, Peter Mason, Allan Taylor, Will Smith of White & Case advises PIK creditors on financing for acquisition of Alliance Pharma.
An undisclosed funds, managed by DBAY Advisors Limited, An undisclosed funds, managed by Baring Asset Management Limited, Edmond De Rothschild Equity Strategies IV Fund, a fund managed by Edmond de Rothschild Private Equity Management Ltd. and an undisclosed buyer completed the acquisition of remaining 71.9% stake in Alliance Pharma plc (AIM:APH) from Andrew Franklin, Richard Jones, Nick Sedgwick, Slater Investments Limited and others on May 14, 2025.