Potential Biopharmaceutical Merger: Poolbeg Pharma and HOOKIPA Pharma Explore All-Share Acquisition

Poolbeg Pharma and HOOKIPA Pharma engage in discussions to create a powerful joint entity in the biopharmaceutical sector.

Overview of the Acquisition Talks

On January 2, 2025, Poolbeg Pharma plc and HOOKIPA Pharma Inc. revealed they are in discussions about a potential all-share acquisition where HOOKIPA would acquire Poolbeg. This merger seeks to establish a clinical-stage biopharmaceutical company prioritizing cancer immunotherapies and other important medications, with plans for Nasdaq listing. According to the proposed terms, Poolbeg shareholders would receive shares in HOOKIPA at a rate of 0.03 shares for each Poolbeg share owned. This arrangement aims for approximately 55% of the new entity to be owned by Poolbeg shareholders and 45% by HOOKIPA shareholders. HOOKIPA also plans to raise up to $30 million through a private placement after the merger to fund ongoing clinical programs. However, the completion of this transaction is uncertain and hinges on various conditions such as regulatory approvals and satisfactory due diligence.

Potential Benefits of the Merger

• The merger discussions suggest a significant opportunity for growth and better market positioning by combining the strengths of both companies in the biopharmaceutical industry.
• Becoming a Nasdaq-listed entity would enhance visibility and access to financial markets, potentially benefiting shareholders from both companies.
• The newly formed group would sustain a diverse clinical pipeline, focusing on innovative immunotherapy treatments for critical medical needs, which may improve its market presence.
• Investors can anticipate multiple clinical data releases within the next two years, which could elevate interest in the new merger.

Potential Drawbacks of the Merger

• The non-binding nature of the discussions introduces uncertainty, which may concern potential investors.
• The anticipated dilution of Poolbeg shareholders’ ownership to around 40.1% after an expected fundraising could lead to dissatisfaction among current investors.
• As the merger is not guaranteed to proceed, this uncertainty could diminish investor confidence.

Frequently Asked Questions

What is the potential combination between Poolbeg and HOOKIPA?

The potential combination is an all-share acquisition proposal where HOOKIPA would acquire Poolbeg to create a new clinical-stage biopharmaceutical firm.

What will be the ownership distribution after the merger?

Post-merger, Poolbeg shareholders are projected to own about 55%, while HOOKIPA shareholders will hold approximately 45% of the merged company.

What is the share exchange ratio for Poolbeg shareholders?

Poolbeg shareholders will receive 0.03 HOOKIPA shares for every Poolbeg share they own in this acquisition arrangement.

What clinical advancements are expected from the merged entity?

The new organization anticipates important clinical data releases and innovations in cancer treatment over the next two years.

Where will the combined entity be traded?

HOOKIPA plans to maintain its listing on the Nasdaq Capital Market, while Poolbeg will transition to being a private subsidiary.

Disclaimer: This summary is AI-generated from a press release by GlobeNewswire and may contain errors. The full release can be accessed here.

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Full Press Release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT FALLS UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (“THE CODE”) AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

For immediate release

2 January 2025

Poolbeg Pharma plc

(“Poolbeg” or the “Company”)

Combination of Poolbeg and HOOKIPA Pharma Inc.

NEW YORK and VIENNA, Austria, Jan. 02, 2025 (GLOBE NEWSWIRE) — The boards of directors of HOOKIPA Pharma Inc. and Poolbeg Pharma plc are pleased to announce that they have entered into discussions regarding a potential all-share acquisition where HOOKIPA would gain Poolbeg. This aims to create a robust clinical-stage biopharmaceutical company dedicated to developing innovative medicines for important unmet medical needs, especially in next-generation cancer immunotherapies.

The merger is intended to be implemented through a scheme of arrangement as defined under Part 26 of the Companies Act 2006.

The Boards are convinced that this merger could yield a Nasdaq-listed entity supervised by a management team with a track record in successfully bringing medicines to market, emphasizing operational excellence. The merger is also expected to create a well-rounded clinical pipeline, spearheaded by multi-KRAS targeting HB-700, aimed at expanding treatment options for challenging cancers. Moreover, POLB 001, an innovative oral preventive treatment for CRS induced by cancer immunotherapy, is also slated for focus. Significant clinical data releases are anticipated over the next 24 months, adding substantial potential for development within the pharmaceutical landscape. Additionally, under the merger, the combined group would work on two partnered programs with Gilead Sciences, Inc., paving the way for important milestones and sales royalties for the merged company and its shareholders.

HOOKIPA is currently listed on the Nasdaq Capital Market under the symbol HOOK, while Poolbeg is listed on AIM under the symbol POLB.

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HOOKIPA and Poolbeg Set to Combine: Key Details Inside

The discussions surrounding the potential merger between HOOKIPA and Poolbeg have outlined several key terms. These are aimed at informing shareholders and investors about the upcoming strategic move:

• Poolbeg shareholders will receive 0.03 HOOKIPA shares for every Poolbeg share they own (the “
  
  Exchange Ratio
  
  ”).
• According to the Exchange Ratio, Poolbeg shareholders are anticipated to hold around 55% of the equity in the Combined Group (the “
  
  Poolbeg Ownership Percentage
  
  ”), while HOOKIPA shareholders are expected to have about 45% (the “
  
  HOOKIPA Ownership Percentage
  
  ”). This is calculated on a fully diluted basis and is based on several assumptions outlined below.
• HOOKIPA plans to conduct a 100% primary private placement fundraise of up to approximately $30 million (the “
  
  Fundraise
  
  ”). This fundraising is essential for HOOKIPA to secure the necessary capital to pursue significant strategic objectives, including Phase 1 interim data for HB-700 in early 2026, Phase 2a topline data for POLB 001 in late 2026, and the primary completion of the Phase 1b trial of HB-500 in the latter half of 2025. As a result of this Fundraise, the Combined Group is projected to operate debt-free with sufficient funding until the end of 2026, contingent on expected R&D grants from the Government of Austria. Notably, the completion of the Fundraise is expected to coincide with the Potential Combination in the second quarter of 2025, though the combination is not dependent on the Fundraise.
• Following the Fundraise, both ownership percentages (HOOKIPA and Poolbeg) will be proportionally decreased based on how many HOOKIPA shares are issued during the fundraising. For instance, if HOOKIPA raises the full $30 million and issues shares at its 60-day volume weighted average price (“
  
  VWAP
  
  ”) of $2.81 (as of December 31, 2024), the new estimates would suggest the HOOKIPA Ownership Percentage could drop to 32.8%, while Poolbeg’s could decrease to 40.1% and new investors would hold 27.1% of the combined equity.
• Holdings of HOOKIPA shares as of a specific date prior to the merger will allow shareholders to benefit from a contingent value right instrument (“
  
  CVR
  
  ”), which will entitle them to approximately (i) 55% of milestone payments from Gilead linked to the development and commercialization of the HB-400 and HB-500 programs (which could reach up to $407.5 million in nominal terms) and (ii) 80% of the proceeds generated from the HB-200 program (the “
  
  HOOKIPA CVR Ownership Percentage
  
  ”), subject to adjustments that may lessen this percentage depending on HOOKIPA’s net cash at the time of the combination (the “
  
  CVR Adjustment Mechanism
  
  ”). For additional details on these programs and adjustments, please see Appendix A and Appendix B, respectively.
• HOOKIPA will continue to be the publicly traded entity in this merger, listed on the Nasdaq Capital Market, while Poolbeg is expected to become a private subsidiary of HOOKIPA and seek cancellation of its AIM trading status.
• The Combined Group is projected to operate across the European Union, United Kingdom, and the United States, benefiting from an experienced leadership team consisting of:
  • Malte Peters, MD, PhD: Chief Executive Officer
  • Cathal Friel: Executive Chairman, Poolbeg Co-Founder
  • Ian O’Connell: Chief Financial Officer, Poolbeg Co-Founder
  • Mark Winderlich, PhD: Chief Development Officer
  • David Allmond: Chief Business Officer
  • John McEvoy: Chief Legal Officer

The announcement of a firm offer by HOOKIPA under Rule 2.7 of the Code concerning the Potential Combination is contingent on satisfying several customary pre-conditions. These include successful completion of due diligence, finalizing transaction terms, receiving Board approvals, and gathering sufficient interest from investors for the Fundraise. Both HOOKIPA and Poolbeg plan to engage with potential investors, and further information will be presented in a “

Fundraise Presentation

” accessible on HOOKIPA’s website at www.ir.hookipapharma.com/potential-combination. Approval from shareholders of both companies will be required for the potential merger and additional conditions may apply.

It’s important to note that all discussions about this potential merger have been informal and non-binding so far, leaving uncertainty about whether a firm offer will materialize or if the transaction will ultimately be completed.

More About HOOKIPA

HOOKIPA is engaged in developing advanced immunotherapies through its proprietary arenavirus platform. Their product candidates aim to generate strong and lasting responses from CD8+ T cells and antibodies, targeting various cancers and serious infectious diseases. Their pipeline includes therapies for HPV16-positive cancers and KRAS mutated cancers. In collaboration with Gilead, HOOKIPA is also working on therapies targeting hepatitis B virus (“

HBV

”) and human immunodeficiency virus-1 (“

HIV

”). Additionally, their innovative vaccine platform is designed to enhance immunity, leveraging insights from Nobel laureate and co-founder Rolf Zinkernagel. More details about HOOKIPA’s platform can be found in Appendix C.

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Potential Changes for Poolbeg: Key Developments in the Biopharmaceutical Sector

Overview of Poolbeg

Poolbeg is a clinical-stage biopharmaceutical company dedicated to acquiring, developing, and commercializing innovative drugs aimed at enhancing the lives of patients with rare and orphan diseases, particularly in areas where there is significant unmet medical need. Their clinical programs address large potential markets, such as cancer immunotherapy-induced Cytokine Release Syndrome (“
CRS
”), infectious diseases, and metabolic conditions, including obesity, through the development of an oral GLP-1R agonist. More information about Poolbeg’s platform can be found in Appendix C.

Key Takeover Code Information

At this time, there is no guarantee that a firm offer will be made, even if the previously mentioned pre-conditions are satisfied or waived.

According to Rule 2.4(c) of the Takeover Code, HOOKIPA is required, pursuant to Rule 2.6(a), to announce by 5:00 p.m. on January 30, 2025, either a firm intention to make an offer for Poolbeg or a statement indicating it will not pursue an offer. Any announcement made will also be subject to Rule 2.8 of the Code. The deadline may only be extended with the Panel’s consent, per Rule 2.6(c).

This announcement has received approval from HOOKIPA.

In line with Rule 2.5, HOOKIPA maintains the right to introduce different types of consideration, adjust the mix or structure of any offer, and revise the terms of the offer, such as reducing its value, based on the following:

a) with the recommendation or consent of the Poolbeg board;

b) if Poolbeg declares or pays any dividend or distribution to shareholders after this announcement, allowing HOOKIPA to adjust its proposal accordingly;

c) following Poolbeg’s announcement of a Rule 9 waiver pursuant to the Code; or

d) if a third party declares a firm intention to make an offer for Poolbeg.

Before this announcement, it was impractical for HOOKIPA to check on all parties acting in concert with it regarding any Poolbeg share transactions that could invoke Rule 6 or Rule 11 of the Code. Neither HOOKIPA nor Poolbeg is aware of any such dealings, but any pertinent information will be announced promptly, and no later than January 16, 2025, in line with Note 4 on Rule 2.4.

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HOOKIPA and Poolbeg Unite: An Innovative Merge in Biotech

Contact Information for Key Personnel

Company Contact Information

Background Information and Sources

This announcement references specific financial data and corporate structures. The following information is essential for understanding:

1. All references to HOOKIPA shares relate to shares of common stock with a par value of $0.0001.
2. References to Poolbeg shares pertain to ordinary shares valued at 0.02 pence each.
3. HOOKIPA shareholders are expected to own about 45% of the merged entity based on the following:
1. HOOKIPA’s fully diluted share capital is 12,951,502 shares.
2. Poolbeg’s fully diluted share capital totals 528,174,935 shares.
3. The exchange ratio is 0.03 HOOKIPA shares for each Poolbeg share.
4. Details of HOOKIPA’s fully diluted share capital include:
1. 9,655,022 shares currently issued.
2. Class A stock and convertible preferred stock collectively convertible into 2,883,751 HOOKIPA shares.
3. 369,070 shares available through outstanding restricted stock units.
4. 1,065,909 shares may be issued after today to fulfill options under the treasury stock method, based on an average price of $30.88.
5. 43,659 options that influence HOOKIPA’s fully diluted capital, valued at $2.81 as of December 31, 2024, per Bloomberg.
5. For Poolbeg, the calculations for the fully diluted share capital are based on:
1. 500,000,000 shares currently in circulation.
2. 64,247,419 options likely to be issued motivated by a weighted average price of £0.07.
3. 28,174,935 options reflecting a 60-day average of £0.08 by December 31, 2024.
4. 829,181 shares available through exercise of warrants, priced at an average of £0.10.
5. No Poolbeg warrants influence the total share capital of 528,174,935 Poolbeg shares.

Appendix A

HOOKIPA shareholders are set to gain additional value through a CVR (Contingent Value Rights) linked to HOOKIPA’s projects HB-400, HB-500, and HB-200. Here’s a closer look at those programs:

• HB-400: This is an immunotherapy aimed at treating HBV and is part of HOOKIPA’s strategic collaboration with Gilead. Gilead is overseeing clinical trials, currently in a Phase 1b stage expected to conclude in early 2025. HOOKIPA has potential financial gains tied to specific milestones from this partnership.

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HOOKIPA’s Potential Payday: Milestone Payments and Shareholder Benefits Explained

Milestone Payments Overview
The Combined Group can earn up to $185,000,000 in milestone payments related to HB-400. This is in addition to tiered royalties not covered by the Contingent Value Rights (CVR). As part of the CVR terms, HOOKIPA shareholders will receive 55% of the proceeds from each milestone payment made by Gilead, calculated under the CVR Adjustment Mechanism detailed in Appendix B.

HB-500 Overview
HB-500 is an arenaviral immunotherapy designed to target HIV and is the second program in HOOKIPA’s alliance with Gilead. Currently, clinical development is in a HOOKIPA-led Phase 1b trial that began after the first participant was dosed on July 1, 2024. This trial is expected to finish in the latter half of 2025. Once Phase 1b concludes, Gilead has the exclusive option to further develop and commercialize HB-500. If Gilead opts to proceed, HOOKIPA stands to receive milestone payments worth up to $222,500,000, excluding a $10 million option exercise fee and additional tiered royalties, which are also outside the CVR terms. Similar to HB-400, HOOKIPA shareholders will receive 55% of the milestone proceeds, following the CVR Adjustment Mechanism from Appendix B.

HB-200 Overview
HB-200 targets HPV16+ cancers, with final Phase 2 data expected in the second half of 2025. If a Disposition occurs regarding the rights related to HB-200, HOOKIPA shareholders will receive 80% of the proceeds, subject to the CVR Adjustment Mechanism. However, it’s important to note that the nature of this program leaves uncertainty regarding whether a Disposition will take place or what the resulting value might be.

Appendix B: Understanding the CVR Structure
The HOOKIPA CVR Ownership Percentage stands at 55% for milestone payments related to the HB-400 and HB-500 programs, and 80% for proceeds from any Disposition of the HB-200 program. This is subject to the CVR Adjustment Mechanism described below:

• Cash Impact on Shareholder Proceeds
  If HOOKIPA’s net cash at the completion of the Potential Combination falls below $8,550,000, the HOOKIPA CVR Ownership Percentage will decrease by 0.2% for every $100,000 below this threshold, capped at a maximum reduction of 10%. For example, if the net cash is $6,550,000, the ownership percentage would adjust to 51% for the HB-400 and HB-500 programs and 76% for the HB-200 program.
• CVR Adjustment Mechanism Table
  The following table illustrates how HOOKIPA’s cash assets will affect shareholders’ ownership percentages:

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Understanding the CVR Ownership Split for HB-400 and HB-500

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This rewrite offers a clear and organized presentation of the CVR ownership split for HB-400 and HB-500, maintaining all original data and formatting. The new headline captures the essence of the article while using straightforward language for ease of understanding.

Understanding the Ownership Distribution in HOOKIPA and Combined Group

Shareholder Breakdown of HOOKIPA

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HOOKIPA and Poolbeg Unveil Promising Immunotherapy and Biotech Pipelines

Overview of HOOKIPA’s Innovations
HOOKIPA Pharma is advancing its cancer immunotherapy innovations, outlining several key programs that hold potential for significant market impact. Details about these initiatives can be found in the Fundraise Presentation.

• HB-700: This is a next-generation immunotherapy targeting specific KRAS mutations linked to various cancers. It has shown strong preclinical proof of concept and is designed to engage T cells for enhanced tumor response. With nonclinical development and trial material manufacturing complete, HB-700 is poised to enter Phase 1 trials, targeting dosing to begin mid-2025. Initial Phase 1 data is expected in early 2026.
• HB-400: This program is part of HOOKIPA’s alliance with Gilead, presenting a promising financial outlook with potential milestone payments up to $185,000,000, along with royalties in the high-single to mid-teen percent range. More details can be found in Appendix B.
• HB-500: Another initiative within the partnership with Gilead, HB-500 could lead to $232,500,000 in future milestone payments and offers mid-single to low-double-digit percent royalties. Further insights are available in Appendix B.
• HB-200: Known as “eseba-vec,” this asset is transitioning into pivotal Phase 2/3 trials for recurrent/metastatic HPV16+ head and neck cancer. Mature Phase 2 data indicates strong potential with a large addressable market. The final Phase 2 results are anticipated in late 2025, with approximately 39,000 patients globally who might benefit from this treatment.

Insights into Poolbeg Pharma’s Pipeline
Poolbeg Pharma is also making strides in its biotech offerings, with several notable programs in development highlighted in their presentation.

• POLB 001: This innovative oral p38 MAPK inhibitor is designed to prevent the life-threatening cytokine release syndrome (CRS) linked to cancer therapies. Given that there are currently no approved treatments for CRS prevention, POLB 001 represents a significant market opportunity exceeding $10 billion in the U.S. The first patient dosing is scheduled for the second half of 2025, with topline data to follow in 2026.
• GLP-1 Programme: This initiative focuses on a Phase 1 Oral GLP-1 receptor agonist aimed at treating obesity and diabetes. Incorporating proprietary delivery technology, it hopes to overcome challenges associated with peptide delivery. Phase 1 trials are expected to begin in early 2025, and topline data will be available by early 2026.
• Artificial Intelligence (“AI”) Programmes: Poolbeg is leveraging AI in its preclinical projects targeting respiratory syncytial virus (RSV) and influenza. By integrating complex clinical data, the company aims to identify new therapeutic targets and is actively seeking partnerships for further development.

Regulatory and Advisory Notes
This announcement does not constitute an offer or invitation to buy or sell securities. Recipients in jurisdictions outside the UK should be aware of local legal restrictions regarding this announcement. Failure to comply may lead to violations of securities laws.

Cavendish Capital Markets Limited, authorized by the Financial Conduct Authority, is acting solely as financial adviser to Poolbeg Pharma plc concerning this announcement, without any obligation to others.

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Poolbeg Pharma and HOOKIPA: Key Financial Advisers and Disclosure Details

Shore Capital and Corporate Limited along with Shore Capital Stockbrokers Limited (collectively, “
Shore Capital
”) are authorized and regulated in the United Kingdom by the Financial Conduct Authority. They are acting solely for Poolbeg Pharma plc and are not responsible to anyone other than Poolbeg for the protections afforded to clients of Shore Capital or for any advice concerning this announcement.

J&E Davy Unlimited Company (“
Davy
”) is authorized and regulated in Ireland by the Central Bank of Ireland and by the Financial Conduct Authority in the UK. Davy serves as the exclusive broker for Poolbeg Pharma plc, emphasizing that they bear no responsibility for anyone other than Poolbeg regarding client protections or advisory services mentioned in this announcement.

Moelis & Company LLC (“
Moelis
”) acts as a financial adviser to HOOKIPA related to the matters discussed in this announcement, with no responsibility to anyone except HOOKIPA. Moelis and its affiliates disavow any duty to non-clients in connection with this announcement or any statements contained herein.

Canaccord Genuity LLC (“
Canaccord
”) is also serving as a financial adviser to Poolbeg Pharma plc in relation to this announcement, reiterating that they only bear responsibility to Poolbeg for protections and advice. Like Moelis, Canaccord and its branches or affiliates do not accept any responsibility to non-clients related to this announcement.

Rule 2.9 Information

Per Rule 2.9 of the Code, Poolbeg confirms it has 500 million ordinary shares at 0.02 pence each under the ISIN code GB00BKPG7Z60, with no shares held in treasury.

Following the same Rule, HOOKIPA confirms it has 9,655,022 shares of common stock, each with a par value of $0.0001, under the ISIN code US43906K1007 (“
Common Stock
”).

HOOKIPA has additional stock issued: 2,399,517 shares of Class A common stock, 370 shares of Series A convertible preferred stock, 10,800 shares of Series A-1 convertible preferred stock, and 15,268 shares of Series A-2 convertible preferred stock.

Each Class A common stockholder can convert ten shares into one share of Common Stock at their discretion, but with restrictions to avoid exceeding ownership of 4.99% along with their affiliates. Similarly, holders of Series A, Series A-1, and Series A-2 convertible preferred stocks may convert each share into 100 shares of Common Stock, subject to a limitation of 9.99% ownership.

Additionally, HOOKIPA has granted 369,070 shares of Common Stock as restricted stock units to certain individuals under its incentive plans.

HOOKIPA does not retain any ‘Relevant Securities’ (as defined by the Code) in treasury.

Website Notification

According to Rule 30.4 of the Code, this announcement will be available on Poolbeg Pharma’s website – https://www.poolbegpharma.com/about/investors/rns-news/ and HOOKIPA’s website – ir.hookipapharma.com/potential-combination starting at 12 noon on 3 January 2025.

The information provided on the company website does not form part of this announcement.

Disclosure Requirements of the Takeover Code

As per Rule 8.3(a) of the Code, any individual holding 1% or more of any class of relevant securities of an offeree company must disclose their opening position upon the commencement of the offer period. This disclosure must include details of interests and short positions related to the offeree company and securities exchange offerors and should be made by no later than 3.30 pm (London time) on the 10th business day after the offer period starts.

Rule 8.3(b) requires individuals with a 1% or greater interest in relevant securities to make a Dealing Disclosure if they engage in trades concerning these securities. This disclosure must contain details concerning the transaction and the individual’s interests and must be submitted by the end of the following business day after the trade.

HOOKIPA and Poolbeg: Important Updates on Potential Combination and Forward-Looking Statements

Understanding the Shareholder Disclosure Requirements

If two or more individuals agree, formally or informally, to gain or control an interest in securities of an offeree company or a securities exchange offeror, they are considered as one entity under Rule 8.3. Both the offeree company and any offeror must provide Opening Position Disclosures. Additionally, the offeree company, any offeror, and persons acting in concert must also submit Dealing Disclosures (see Rules 8.1, 8.2, and 8.4).

To find details about the offeree and offeror companies needing these disclosures, please visit the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk. This includes information on the number of relevant securities in issue, when the offer period started, and when any offeror was first identified. If you are unsure whether you need to make an Opening Position Disclosure or a Dealing Disclosure, contact the Panel’s Market Surveillance Unit at +44 (0)20 7638 0129.

Caution on Forward-Looking Statements

This announcement contains “forward-looking” statements about future events. Statements that do not relate to past facts or current conditions are considered forward-looking, which includes predictions regarding the Potential Combination’s terms and effects, as well as business forecasts.

The forward-looking statements can be recognized since they go beyond historical or current facts. These statements are based on the assessments and assumptions made by HOOKIPA and Poolbeg from their ongoing discussions, historical trends, and various factors they deem relevant. As a result, they are subject to risks and uncertainties that could significantly alter the actual outcomes from those predicted.

Identifying Forward-Looking Statements

Such statements typically include words like “anticipate,” “target,” “expect,” “forecast,” “estimate,” “intend,” “plan,” “goal,” “believe,” “hope,” “aim,” “will,” “may,” “can,” “would,” “could,” or similar expressions. They encompass details regarding: (i) potential terms of the Potential Combination; (ii) anticipated impacts of the Potential Combination; (iii) outcomes of due diligence and negotiations, and whether an agreement will be reached; (iv) the ability to meet conditions for completing the Potential Combination; and more. Factors impacting these statements include global, political, and economic changes, market trends, and other unforeseen variables.

Risks and Uncertainties of Forward-Looking Statements

It is important to note that forward-looking statements are not guarantees of future performance. These statements rely on assumptions and involve various known and unknown risks. They reflect expectations only as of the announcement date, and readers should not place undue reliance on them. HOOKIPA and Poolbeg do not commit to revising these forward-looking statements, unless legally required.

For more information on risk factors and forward-looking statements, refer to HOOKIPA’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and Poolbeg’s annual report for the year ended December 31, 2023.

Further Details on the Potential Combination

If a firm offer is made or binding terms are agreed upon for the Potential Combination, HOOKIPA will file a proxy statement on Schedule 14A with the SEC. Should the Potential Combination proceed as a scheme of arrangement under English law, it could qualify for exemptions from registration under the U.S. Securities Act of 1933. If not exempt, HOOKIPA plans to file a registration statement outlining the share issuance. This announcement does not serve as a substitute for the Proxy Statement or associated documents.

Investors and shareholders are encouraged to read carefully the Proxy Statement and relevant documents when they become available, as they will contain crucial information about the Potential Combination.

Accessing the Proxy Statement

The Proxy Statement, if filed, along with HOOKIPA’s other SEC filings, can be viewed for free at the SEC’s website at www.sec.gov and HOOKIPA’s website at www.hookipapharma.com. Shareholders and investors will be able to obtain a copy of the Proxy Statement at no cost.

HOOKIPA Pharma Inc. Updates Shareholders on Potential Combination

Understanding Participation in the Proxy Solicitation

HOOKIPA Pharma Inc. and its directors may be considered “participants” in a proxy solicitation from the company’s shareholders regarding the Potential Combination. Details about the identities of HOOKIPA’s directors and executive officers, along with their interests in HOOKIPA securities, can be found in the Definitive Proxy Statement on Schedule 14A for the 2024 annual meeting. This document was filed with the SEC on April 26, 2024. For updates on any changes in the securities held by these individuals, refer to filings made on Forms 3, 4, and 5, accessible via HOOKIPA’s website at www.hookipapharma.com or the SEC’s site at www.sec.gov.

Further information about potential participants and their interests will be included in the Proxy Statement concerning the Potential Combination when filed with the SEC. This Proxy Statement, along with HOOKIPA’s other public filings, will also be available for free on the SEC’s website and at www.hookipapharma.com. For information regarding Poolbeg’s annual report for the year ending December 31, 2023, and other announcements, visit www.poolbegpharma.com.

No Solicitation of Securities

This announcement is strictly for informational purposes. It does not serve as an offer or invitation to buy, sell, or dispose of any securities in connection with the Potential Combination or otherwise. Additionally, this announcement does not solicit any votes or approvals in any jurisdiction and does not permit the sale or transfer of securities in violation of applicable laws.

This press release was published by a CLEAR® Verified individual.

This article was originally published on Quiver News; read the full story.

The views and opinions expressed herein are those of the author and do not necessarily reflect the views of Nasdaq, Inc.