Overview of key transaction elements and timetable with regard to the public-to-private and financing transaction between
Amsterdam Molecular Therapeutics (AMT) Holding N.V.
in liquidation (in liquidatie)
ISIN Code NL0000886968
and
uniQure B.V.
ISIN Code NL0010124913
Technical information regarding the Transaction
On 16 February 2012, Forbion Co-Investment II Coöperatief U.A., Coöperatieve AAC LS U.A. and Forbion Co-Investment Coöperatief U.A. (collectively "Forbion"), uniQure B.V. ("uniQure"), a newly incorporated and privately held entity controlled by Forbion, and Amsterdam Molecular Therapeutics (AMT) Holding N.V. ("AMT")1 entered into an agreement. As further set out in a shareholder circular dated 17 February 2012 (the "Shareholder Circular") addressed to all AMT shareholders, the transaction that Forbion, uniQure and AMT agreed (the "Transaction") effectively regarded a public-to-private transaction combined with AMT's gene therapy business being provided with additional funding, consisting of five main elements:
- the disposal by AMT of its entire business and all its historic, actual and future assets and liabilities (collectively herein also referred to as the "Business") to uniQure by way of a contribution in kind (inbreng in natura) on depositary receipts (certificaten van aandelen) for (class B) ordinary shares in uniQure ("uniQure DRs") which are issued to AMT as consideration for the Business, which disposal (the "Disposal") effectively transformed AMT in a listed shell company and with the uniQure DRs issued to it as its single asset and without any known financial liabilities, in combination with;
- a commitment by Forbion managed funds to provide equity funding of €6.0 million to uniQure, as acquirer of the Business2;
- the dissolution and liquidation of AMT (the "Dissolution"), resulting in;
- the distribution to the AMT shareholders of one uniQure DR for each AMT share held on 23 April 2012 - the Distribution Record Date -, with each AMT shareholder that on the Distribution Record Date held at least 5% of the shares in AMT being entitled to exchange its uniQure DRs for an equal number of (class A) ordinary shares in uniQure (the "Exchange Offer"); and ultimately,
- AMT delisting from NYSE Euronext in Amsterdam and ceasing to exist (the "Delisting").
On Friday 30 March 2012, an extraordinary general meeting of shareholders of AMT (the "Extraordinary General Meeting") approved the Transaction. On Thursday 5 April 2012 (the "Completion Date"), the Disposal was completed. As consideration for its disposed Business, AMT received 31,101,065 uniQure DRs. Immediately following the completion of the Disposal and consequently as per 5 April 2012, the Dissolution of AMT as resolved by the Extraordinary General Meeting became effective, with the company's former management board members Mr. Jörn Aldag and Mr. Piers Morgan being the liquidators that shall liquidate AMT's dissolved property. On 26 April 2012 the distribution of the uniQure DRs to the AMT shareholders took place.
The overall result of the Transaction has been that if a person held shares in AMT on the Distribution Record Date, such person's investment in the Business was effectively transformed from a shareholding in the listed company AMT, to a holding of depositary receipts for (class B) ordinary shares in the unlisted, private company uniQure (or potentially a holding of (class A) ordinary shares in uniQure if the person in question was entitled to exchange his or her uniQure DRs in such shares pursuant to the Exchange Offer).
uniQure DRs and NPEX listing
The uniQure DRs are depositary receipts (certificaten van aandelen) for class B ordinary shares. The uniQure DRs have been issued (without uniQure's cooperation) by Stichting Administratiekantoor uniQure B.V., a trust foundation
(stichting administratiekantoor) that holds the underlying class B ordinary shares on trust for the holders of the uniQure DRs.
The uniQure DRs will not be admitted to trading on a regulated market or on a multilateral trading facility, but are freely transferable and transfers of uniQure DRs may be settled through the book entry system operated by Euroclear Netherlands. Moreover, as from 26 April 2012 the uniQure DR are admitted to and tradable on the online automated trading platform Nederlandsche Participatie Exchange ("NPEX"). Holders of uniQure DRs that wish to be able to trade via NPEX are requested to transfer their depositary receipts to NPEX in accordance with the procedure that is set out on uniQure’s website - www.uniqure.com – using the registration form that is also available via the uniQure website.
Further information on the Distribution, the Exchange Offer, the Delisting and the finalisation of the liquidation and AMT and its shares ceasing to exist
Distribution
Because AMT’s dissolved property consisted of the uniQure DRs issued to AMT in the context of the Disposal without AMT having any known financial liabilities and the financial condition justified the same, AMT's liquidators decided to make an advance liquidation distribution to the AMT shareholders by distributing and allocating to each AMT shareholder one uniQure DR for each AMT share held on the Distribution Record Date (the "Advance Distribution"). There will not be any further (final) distributions to AMT shareholders.
The Distribution Record Date was 23 April 2012 and the date on which the Advance Distribution of the uniQure DRs took place was 26 April 2012. The Advance Distribution of the uniQure DRs to the AMT shareholders was settled through the
book entry system operated by Euroclear Netherlands, and resulted in one uniQure DR being credited in the securities account of each AMT shareholder for each AMT share held on the Distribution Record Date.
For completeness sake it is noted that the AMT shares have not been cancelled nor have otherwise ceased to exist upon the Advance Distribution of the uniQure DRs. The AMT shares will continue to exist until the Dissolution is finalised and AMT ceases to exist, which is expected to occur on or shortly following 19 November 2012.
Exchange Offer
Each AMT shareholder that held at least 5% of the shares in the capital of AMT on the Distribution Record Date was entitled to exchange its uniQure DRs for an equal number of ordinary shares (class A) in uniQure, subject to such shareholder becoming party to the uniQure Shareholder Agreement.
An AMT shareholder that wished to exchange its uniQure DRs for ordinary shares (class A) in uniQure pursuant to the Exchange Offer had to give written notice thereof to AMT ultimately on 9 May 2012. The Exchange Offer was completed end May 2012.
Delisting
NYSE Euronext has determined and announced that as of 19 November 2012, AMT's shares will be delisted from NYSE Euronext in Amsterdam, with 16 November 2012 being the last trading date.
Finalisation of the liquidation and AMT and its shares ceasing to exist
On 12 September 2012, the account and justification ("rekening en verantwoording") as prepared by AMT's liquidators was made available for inspection at the Chamber of Commerce of Amsterdam (De Ruyterkade 5, Amsterdam) and at AMT's offices (Meibergdreef 61, Amsterdam Zuidoost), and on 14 September 2012 notice of the same was given in a national newspaper. Absent any surplus following the final settlement of the remaining assets and liabilities, no plan of distribution ("plan van verdeling") was prepared.
Within two months after the account and justification having been made available and the abovementioned notice having been given, each creditor or party so entitled may institute an action to set the same aside ("in verzet komen") by an application to the Amsterdam district court. If no such action will be instituted within the said period, the liquidators will proceed with the finalisation of the liquidation.
Assuming that no action will be instituted against the account and justification, the liquidators expect to finalise the liquidation on or shortly following 19 November 2012. There will not be any (final) distributions made to AMT shareholders in the context of the finalisation of the liquidation or otherwise. When the liquidation ends, AMT and its
shares shall cease to exist.
Timetable of principle events
|
Extraordinary General Meeting |
30 March 2012 |
|
Completion Date |
5 April 2012 |
|
Dissolution of AMT coming into effect |
5 April 2012 |
|
Ex Date |
19 April 2012 |
|
Distribution Record Date |
23 April 2012 |
|
Advance Distribution |
26 April 2012 |
|
uniQure DRs admitted to and tradable on NPEX |
as from 26 April 2012 |
|
Final date Exchange Offer |
9 May 2012 |
|
Completion Exchange Offer |
end May 2012 |
| Account and justification ("rekening en verantwoording") made available for inspection |
12 September 2012 |
| Last day of trading of AMT shares on NYSE Euronext in Amsterdam | 16 November 20 |
|
Delisting |
19 November 2012 |
| Finalisation liquidation and AMT and its shares ceasing to exis | expected 19 November 2012 or shortly thereafter |
Security codes
AMT shares
• ISIN Code: NL0000886968
• Common Code: 030386612
• Symbol: "AMT"
uniQure DRs
• ISIN Code: NL0010124913
• 077014667 UNIQURE BV
Further information and announcements
For further information on the Transaction, reference should be made to the Shareholder Circular and to AMT's press release of 17 February 2012 in which the Transaction was announced and subsequent press releases. The Shareholder
Circular shall prevail in case of inconsistency with this document. Copies of the Shareholder Circular can be obtained in electronic form from AMT's website (www.www.amtbiopharma.com) or can be obtained in hard copy free of charge through Kempen & Co N.V., (telefax number: +31 (0)20 3489549 or e-mail address: kas@kempen.nl) or from AMT (telephone number: +31 (0)20 5667394; telefax number: +31 (0)20 5669272).
Any further announcements of AMT concerning the Transaction will be issued by press release and on the AMT website (www.amtbiopharma.com).
Amsterdam Molecular Therapeutics (AMT) Holding N.V. in liquidation (in liquidatie)
Amsterdam, 6 November 2012
