DWHP Announces Expiration And Final Results Of Its Cash Tender Offer For All Outstanding Ordinary Shares Of Parnell Pharmaceuticals Holdings Ltd.
Jan 29, 2021 | Investment Announcements
PARK CITY, UTAH — January 29, 2021 — DW Healthcare Partners V, L.P. (“DWHP”), announced today the expiration and final results of its previously announced cash tender offer (the “Tender Offer”) to purchase all of the outstanding ordinary shares (the “Tender Securities”) of Parnell Pharmaceuticals Holdings Ltd (OTC Pink Open Market: PARNF) (“Parnell”) at a price of U.S.$0.40 per share, net to the seller in cash without interest and less applicable withholding taxes. The Tender Offer expired at one minute after 11:59 p.m., New York City time on January 28, 2021 (the “Expiration Time”).
The terms and conditions of the Tender Offer are described in the Offer to Purchase, dated December 21, 2020 (“Offer to Purchase”) and related Letter of Transmittal (the “Letter of Transmittal”).
The table below identifies the principal amount of the Tender Securities validly tendered and not validly withdrawn on or prior to the Expiration Time, and the principal amount of the Tender Securities that DWHP has accepted for purchase.
|
Number of
Tendered Securities
|
Principal Amount of Tendered
Securities Tendered
|
Number of Tendered Securities
Accepted by DWHP
|
|
6,241,664
|
$2,496,665.60
|
6,241,664
|
DWHP previously announced the extension of the Tender Offer past one minute after 11:59 p.m. on January 21, 2021 (the “Original Expiration Time”). Taking into account Tender Securities validly tendered and not validly withdrawn prior to the Original Expiration Time, a total of $2,496,665.60, or 29%, of the aggregate outstanding ordinary shares of Parnell have been validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer as of the Expiration Time.
The cash consideration to be paid to holders of Tender Securities validly tendered after the Original Expiration Time and accepted for purchase in accordance with the terms of the Tender Offer will be $0.40 per Tendered Security net to the seller in cash without interest and less applicable withholding taxes.
American Stock Transfer & Trust Company, LLC is acting as Depositary and Paying Agent in the Tender Offer. The Information Agent for the Tender Offer is D.F. King & Co., Inc.
Requests for documents and questions regarding the tender offer may be directed to DF King & Co. by telephone at (800) 399-1581 or banks and brokers may call (212) 269-5550. A copy of this press release can be found on Parnell’s website at http://www.parnell.com.
The Tender Offer is being made pursuant to the Master Transaction Agreement, dated as of November 16, 2020 (together with any amendments or supplements thereto), between Parnell and DWHP, pursuant to which, after the completion of the Tender Offer and the satisfaction or waiver of certain conditions, DWHP will acquire a controlling interest in Parnell representing at least 50.01% of the ordinary shares outstanding. This press release is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer materials that DWHP has provided in connection with the tender offer. This communication is for informational purposes only.
About DWHP
DW Healthcare Partners V, L.P. (“DWHP“) is a limited partnership fund established in the Cayman Islands. DWHP is managed and operated by its general partner, DW Healthcare Management V, L.P., an exempted limited partnership formed in the Cayman Islands, which is managed by its general partner, DW Healthcare Management UGP V, LLC (a Delaware limited liability company).
