This micro-site (the “Micro-site”) is designated for the publication of electronic versions of materials relating to the proposed business combination of Hookipa Pharma Inc. (“Hookipa”) with Poolbeg Pharma plc (“Poolbeg” and the “Proposed Combination”).
ACCESS TO THIS MICRO-SITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICRO-SITE. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
THIS MICRO-SITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY HOOKIPA AND POOLBEG RELATING TO THE PROPOSED COMBINATION IN COMPLIANCE WITH THE UK’S CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
The Information does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Proposed Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
You are attempting to enter this Micro-site that is designated for the publication of documents and information in connection with the Proposed Combination.
Please read this notice carefully – it applies to all persons who view this Micro-site and, depending upon who you are and where you live, it may affect your rights or responsibilities. This notice and the information contained herein may be altered or updated from time to time at the sole discretion of Hookipa and should be read in full carefully each time you visit this Micro-site.
This Micro-site contains electronic versions of materials relating to the Proposed Combination. Any person seeking to access this part of the website represents and warrants to Hera that they are doing so for information purposes only.
Any offer made pursuant to the Proposed Combination will be made by means of a scheme document or offer document which will contain the full terms and conditions of the Proposed Combination. Any decision made in relation to the Proposed Combination should be made solely on the basis of the information provided in any such document.
The information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction (a “Restricted Jurisdiction”), and the availability of the Information to shareholders who are not resident in the United Kingdom (“UK”) may be affected by the laws of relevant jurisdictions. Persons who are not resident in the UK should inform themselves of, and observe, any applicable regulatory and legal requirements.
Unless otherwise determined by Hookipa or required by the Code, and permitted by applicable law and regulation, the Information shall not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Proposed Combination by any such use, means, instrumentality or form within a jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. In particular, you should not forward, transmit or show any Information contained in this Micro-site to any person or entity in or into a Restricted Jurisdiction.
The Information on this Micro-site and the Proposed Combination relate to the shares of a UK company and will be subject to UK procedural and disclosure requirements that are different from those of the United States of America (“US”). Any financial statements or other financial information included in this section of the website may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Proposed Combination, since Poolbeg is organised in a country other than the US and some or all of its officers and directors may be residents of countries other than the US. US holders of shares in Poolbeg may not be able to sue Poolbeg or its respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Poolbeg and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
If a firm offer is made or the parties otherwise agree to binding terms with respect to the Proposed Combination, Hookipa expects to file a proxy statement on Schedule 14A, including any amendments and supplements thereto (the “Proxy Statement”) with the SEC. To the extent the parties effect the Proposed Combination as a scheme of arrangement under the laws of the UK (the “Scheme”), the Proxy Statement will include a Scheme Document) and the offer and issuance of shares by Hookipa to Poolbeg shareholders would not be expected to require registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that the parties determine to conduct the Proposed Combination in a manner that is not exempt from the registration requirements of the Securities Act, Hookipa would file a registration statement with the SEC containing a prospectus with respect to the issuance of its shares. This notice is not a substitute for the Proxy Statement or any other document that Hookipa may file with the SEC or send to its shareholders in connection with the Proposed Combination. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING THE SCHEME DOCUMENT) ANY AMENDMENTS OR SUPPLEMENTS THERETO AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED COMBINATION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES TO THE SCHEME, THE PROPOSED COMBINATION AND RELATED MATTERS.
The Proxy Statement, if and when filed, as well as Hookipa’s other public filings with the SEC, may be obtained without charge at the SEC’s website at www.sec.gov and at Hookipa’s website at https://ir.hookipapharma.com/sec-filings. Hookipa shareholders and investors will also be able to obtain, without charge, a copy of the Proxy Statement (including the Scheme Document) and other relevant documents (when available) by directing a written request to Hookipa, Attn: Investor Relations, IR@hookipapharma.com.
Hookipa and its directors and executive officers may be deemed “participants” in any solicitation of proxies from Hookipa’s shareholders with respect to the Proposed Combination. Information regarding the identity of Hookipa’s directors and executive officers, and their direct and indirect interests, by security holdings or otherwise, in Hookipa securities is contained in Hookipa’sDefinitive Proxy Statement on Schedule 14A for Hookipa’s 2024 annual meeting of shareholders, which was filed with the SEC on April 26, 2024. Information regarding subsequent changes to the holdings of Hookipa’s securities by Hookipa’s directors and executive officers can be found in filings on Forms 3, 4, and 5, which are available on Hookipa’s website at https://ir.hookipapharma.com/sec-filings or through the SEC’s website at www.sec.gov. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement relating to the Proposed Combination if and when it is filed with the SEC. The Proxy Statement, if and when filed, as well as Hookipa’s other public filings with the SEC, may be obtained without charge at the SEC’s website at www.sec.gov and at Hookipa’s website at https://ir.hookipapharma.com/sec-filing. Poolbeg's annual report for the year ended 31 December 2023, as well as Poolbeg's other public filings, may be obtained without charge at Poolbeg’s website at https://www.poolbegpharma.com/investors/documents/. It is your responsibility to satisfy yourself as to the full observance of any laws and regulatory requirements. If you are not permitted to view the Information on this website, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this web page. Neither Hookipa, Poolbeg nor any of their respective advisers assume any responsibility for any violation by any person of these restrictions.
The Information on this Micro-site contains “forward-looking” statements concerning future events. All statements other than statements of historical fact or relating to present facts or current conditions are forward-looking statements, including all statements related to the potential terms and effects of the Proposed Combination and any statements regarding guidance and statements of a general economic or industry-specific nature.
These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. These statements are based on assumptions and assessments made by Hookipa and Poolbeg in light of their discussions to date and their perception of historical trends, current conditions, future developments and other factors they believe appropriate, and therefore are subject to risks and uncertainties which could cause actual outcomes and results to differ materially from those expressed or implied by those forward-looking statements.
Forward-looking statements often use forward-looking or conditional words such as “anticipate”, “target”, “expect”, “forecast”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “will”, “continue”, “may”, “can”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) the potential terms of the Proposed Combination; (ii) the potential impacts of the Proposed Combination; (iii) the outcomes of due diligence and ongoing negotiations and whether a firm offer will be made or the parties are otherwise able to reach binding agreement on terms; (iv) the ability of the parties satisfy (or waive) conditions to the consummation of the Proposed Combination; (v) adverse effects on the market price of Hookipa’s or Poolbeg’s stock prices or operating results as a result of the announcement of the Proposed Combination or failure to agree to binding terms or to otherwise consummate the Proposed Combination; (vi) the effect of the announcement or pendency of the Proposed Combination on Hookipa’s or Poolbeg’s business relationships, operating results and businesses generally; (vii) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, losses and future prospects; and (viii) business and management strategies and the expansion and growth of the operations of Hookipa and Poolbeg as a combined group. There are many factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.
These forward-looking statements are not guarantees of future outcomes or performance and are based on numerous assumptions. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. All subsequent oral or written forward-looking statements attributable to the Hookipa or Poolbeg or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. Neither Hookipa nor Poolbeg undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Hookipa’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and subsequent reports filed with the U.S. Securities and Exchange Commission contain additional information regarding forward-looking statements and other risk factors with respect to Hookipa. Poolbeg's annual report for the year ended December 31, 2023 contains certain risk factors with respect to Poolbeg. Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast.
In relation to the Information, the only responsibility accepted by the directors of Hookipa (the “Responsible Persons”) is for the accuracy of its reproduction on the website, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, Hookipa or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
The Information speaks only at the specified date of the relevant Information and no person has or accepts any responsibility or duty to update such Information (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the contents of this Micro-site or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
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This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and interpreted in accordance with English law.
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