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Recommended offer for Alliance Pharma plc (“Alliance”) by funds and corporate vehicles managed and/or advised by DBAY Advisors Limited (“DBAY”) (the “Recommended Offer”).

ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) 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 MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH ALLIANCE REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND/OR INFORMATION (THE "INFORMATION") PUBLISHED BY ALLIANCE AND/OR DBAY RELATING TO THE OFFER IN COMPLIANCE WITH THE 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.

Access to the Information

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Alliance reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Alliance.

To allow you to view information about the Recommended Offer, you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about the Recommended Offer.

The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Recommended Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Recommended Offer, if made, would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Recommended Offer, including details on how it may be accepted. Any decision made in relation to the Recommended Offer should be made solely and only on the basis of the information provided in any such document.

Overseas jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.

This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.

Additional U.S. information

The Recommended Offer relates to the securities of a UK company and is 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 Microsite 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 Recommended Offer, since DBAY and Alliance are located in a country other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders of shares may not be able to sue DBAY and Alliance or their respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel DBAY and Alliance and their respective affiliates to subject themselves to the jurisdiction or judgment of a court in the US.

Any securities to be issued by any newly incorporated subsidiary of DBAY as consideration in the Recommended Offer (the “Offer Securities”) have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under the laws of any state of other jurisdiction of the US, and may only be offered, sold or resold in the US in reliance on an exemption from the registration requirements of the US Securities Act.

The Recommended Offer may be implemented by way of a scheme of arrangement provided for under English company law (a “Scheme”). A transaction implemented by means of a Scheme is not subject to the tender offer rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”), and the offer of securities of any newly-incorporated subsidiary of DBAY as consideration is exempt from the registration requirements of the US Securities Act. If the Recommended Offer is implemented by way of a Scheme, any Offer Securities would be expected to be issued to shareholders of Alliance in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. In addition, Offer Securities will not be registered under any US state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities law of such state. Shareholders who are or will be “affiliates” of DBAY will be subject to certain transfer restrictions relating to the Offer Securities that may be received in connection with the Scheme and sold in the US.

If, in the future, DBAY exercises its right to implement the Recommended Offer by way of a takeover offer, which is to be made into the US, such takeover offer would be required to be made in compliance with the applicable laws and regulations of the UK and the US, including any applicable exemptions under the US Exchange Act.

In accordance with normal UK practice and pursuant to Rule 14-5(b) of the US Exchange Act, DBAY or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Alliance shares outside of the US, other than pursuant to the Recommended Offer, until the date on which the Recommended Offer and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, and will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Alliance and the Alliance Group (being Alliance and its subsidiaries and subsidiary undertakings from time to time) and DBAY and DBAY’s affiliates (being any entity formed, controlled or owned by DBAY including, without limitation, funds managed or advised by DBAY) following the implementation of the Recommended Offer.

All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Alliance and the Alliance Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.

By their nature, forward-looking statements involve risk and uncertainty because they related to events and depend on circumstances that will occur in the future. There are a number of factors that could affect the future operations of Alliance and the Alliance Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to: (a) the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions pertaining to the Recommended Offer; (b) changes in demand for Alliance products and the behaviour of other market participants; (c) price fluctuations in respect of particular product/s, changes in tax rates, interest rates and currency fluctuations; (d) the degree of competition in the geographic and business areas in which Alliance operates; (e) market-related risks and developments pertaining to the industry in which the Alliance Group operates; (f) the policies and actions of governments, central banks regulatory authorities; (g) the ability of the Alliance Group to successfully retain key employees; (h) changes in general economic, business and political conditions, including changes in the financial markets; (i) UK, European and global economic and political conditions (including the current conflict in Ukraine); (j) market related risks such as fluctuations in interest rates and foreign exchange rates;  (k) the impact of inflation or deflation; (l) the impact of external events, such as pandemics or natural disasters, including the ongoing impact of COVID-19 and changes to current expectations as to the rate of economic recovery therefrom; (m) the timing, impact and risks associated with any future acquisitions, combinations, divestments, developments, or product launches and innovations within relevant industries; (n) failure to fully realise any anticipated synergies, cost savings and other anticipated benefits of the proposed transaction when expected or at all; (o) the impact of a health and safety incident resulting in serious illness, injury or death to a Alliance Group employee and/or a disruption to the Alliance Group's operations; (p) the impact of a cyber security breach; and (q) changes in applicable laws and regulations in the jurisdictions in which the Alliance Group operates.

All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in Alliance’s annual report and accounts, interim results and trading updates (available at available on Alliance’s corporate website at www.alliancepharmaceuticals.com/investors). These factors also should be considered by the reader.

Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of Alliance, the Alliance Group, DBAY or DBAY’s affiliates undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.

Responsibility

In relation to any materials related to the Recommended Offer accessible on this Microsite please note any statement of responsibility contained therein.

The documents included in this Microsite issued or published by Alliance speak only at the specified date of the relevant document and Alliance has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other Recommended Offer-related materials issued or published by a third party, or which relate to a third party, that are accessible on this website, the only responsibility accepted by Alliance and its directors is for the correctness and fairness of its reproduction.

Neither Alliance’s directors, nor Alliance, nor any of its affiliates, employees and advisers, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

Other

If you are in any doubt about the contents of this Microsite 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 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and construed in accordance with English law.

Confirmation of understanding and acceptance

  • I have read and understood the notice set out above and I agree to be bound by its terms.
  • I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this Microsite or parts of it illegal.
  • I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
  • I represent and warrant to Alliance that I intend to access this Microsite for information purposes only.

If you are not able to give these confirmations, you should click on I DECLINE below.