Verseon Corporation

11/20/2019 | Press release | Distributed by Public on 11/20/2019 02:18

Proposed Cancellation of Admission to Trading on AIM

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) ('MAR').

November 20, 2019

Verseon Corporation ('Verseon' or the 'Company')

FREMONT, Calif.-Verseon, a clinical-stage pharmaceutical company, today announces its intention to cancel admission of its Common Shares to trading on AIM (the 'Cancellation'), subject to shareholder approval at a Special Shareholder Meeting (the 'Special Meeting') convened for December 6, 2019 at 3:00 p.m. local time at Critosphere Cowork Space 7100 Stevenson Blvd. Fremont, CA 94538 USA.

As previously announced in the Company's final results and interim results, market events outside of the Company's control impacting various third parties and external Verseon shareholders have put the Company's Common Share price under extreme pressure in 2019, resulting in a market quote that has significantly impaired the Company's ability to implement its previously disclosed fundraising options, including the sale-leaseback of its facilities and preferred share offering. The Directors believe that as long as the market quote exists, the Company's ability to raise sufficient funds and support ongoing operations will continue to be impaired, making the Company's cash position increasingly acute and putting the equity value of the Company at further risk. Shareholders should note that the Directors believe it is highly likely that the Company's viability as a going concern would be at a material risk if the Company remains listed on AIM. In the opinion of the Directors, the Company would be better positioned to pursue its already stated fundraising and operational plans, including the preferred share offering, as a private company into 2020. Furthermore, the Directors believe that presently, the costs associated with being an AIM company outweigh the benefits of such listing. Having considered the merits of maintaining Verseon's listing on AIM, the Directors have concluded that the Cancellation is in the best interest of the Company and its shareholders.

Pursuant to AIM Rule 41, the Cancellation is conditional upon the consent of not less than 75% of votes cast by shareholders in the Special Meeting. Subject to such shareholder approval, the Company expects the last day of dealings in the Company's Common Shares to be December 18, 2019 and the Cancellation to take effect at 7:00 a.m. UK time on December 19, 2019.

Tender Offer

The Company intends to extend a tender offer to repurchase Common Shares at an anticipated price of 1.56 pence per share (the 'Tender Offer') to all shareholders, subject to availability of funds of $1.2 million, expected in the form of debt facilities. Further funding details are expected later today, with additional details of the Tender Offer to follow as soon as practically possible thereafter. It is expected that certain Directors and other shareholders of the Company, holding in aggregate approximately 64.6% of the issued share capital of the Company, will not take up the tender offer. Shareholders should seek independent advice in relation to their personal circumstances when considering accepting the Tender Offer once full details are released.

Transaction in the Common Shares Before and After the Proposed Cancellation

Prior to Cancellation, shareholders will be able to trade in the Common Shares on AIM as usual.

Following Cancellation, no formal market for trading of Verseon's Common Shares will exist and shareholders will receive new certificates for their Common Shares. Transfers of shares will require approval of the Company's board of directors.

Special Meeting Documents

Copies of the following Special Meeting documents will be available to view and download between November 20 and December 6, 2019 from the Company's website at: http://www.verseon.com/investor-notices/ssm2019

  • Notice of Special Shareholder Meeting
  • Special Meeting Proxy Information Statement

-Ends-

For further information please contact

Verseon Corporation www.verseon.com
Sebastian Wykeham / Tina Schlafly +1 (510) 225 9000
Arden Partners (NOMAD and Broker)
Ruari McGirr / Ciaran Walsh /
Dan Gee-Summons (Corporate Finance)
+44 (0) 20 7614 5900

For trade and pharma media enquiries, please contact

Vane Percy & Roberts
Simon Vane Percy +44 (0) 1737 821 890