PureTech Proposes $100 Million Capital Return
PureTech Health plc announces a proposed capital return of $100 million to shareholders through a Tender Offer at 250 pence per Ordinary Share Premium of 25%. This follows the completion of Karuna Therapeutics' $14 billion acquisition by Bristol Myers Squibb. The Tender Offer, subject to shareholder approval, will be launched after the Company's Full Year Results in April 2024.
The proposed capital return of $100 million by PureTech through a tender offer is a significant financial move, representing 14% of the company's market capitalization. This strategic decision comes on the heels of a lucrative exit from Karuna Therapeutics, which was acquired by Bristol Myers Squibb for $14 billion. PureTech's receipt of approximately $293 million from the sale of its stake in Karuna has bolstered its balance sheet, enabling the capital return without diluting shareholder value.
The tender offer, priced at a 25% premium, is likely to be well-received by investors seeking liquidity, especially given the company's non-dilutive stance over the past six years. This move could potentially increase the stock's attractiveness by signaling management's confidence in the inherent value of the shares. The decision to return capital through a tender offer, followed by a potential special dividend if the full amount is not tendered, demonstrates a commitment to shareholder returns and could impact the stock's performance in the short term.
Long-term implications for investors include the management's forward-looking statements on maintaining a strong cash runway and continuous evaluation of capital allocation. This suggests a prudent approach to financial management, which is important for sustaining the development of PureTech's pipeline and future innovative medicines. However, investors should also consider the opportunity cost of the capital return, as these funds could otherwise be invested in accelerating the company's pipeline development.
The tender offer announcement by PureTech must be contextualized within the broader biotech industry, where capital allocation decisions are closely watched. A return of capital following a successful exit, as seen here, could set a precedent and raise expectations for similar biotech firms with stakes in high-value entities. It's also indicative of the current market conditions where companies may opt for shareholder returns over M&A activities or internal reinvestment due to the complex valuation environment.
From a market sentiment perspective, the premium attached to the tender offer could be seen as a positive signal, potentially leading to a favorable reaction in the stock market. If the stock is perceived as undervalued, such a move may also attract new investors or encourage current shareholders to retain their stakes, anticipating future growth and additional returns. The announcement's timing, following a share buyback program, could reinforce investor perception of a shareholder-friendly capital allocation strategy.
Investors should be mindful of the industry's dynamic nature, where the allocation of capital towards innovative drug development can be a double-edged sword. While returns are welcomed, the balance between rewarding shareholders and funding future growth is delicate. Excessive focus on immediate returns could be detrimental if it compromises long-term innovation and value creation.
The biotech sector operates on the edge of innovation and risk, with companies like PureTech navigating through complex R&D processes, regulatory hurdles and market dynamics. The successful development and subsequent sale of their stake in Karuna Therapeutics reflects PureTech's ability to not only foster innovation but also to monetize it effectively, a key success factor in this industry.
For stakeholders, the capital return through a tender offer is a tangible outcome of the company's strategic investments and risk management. It underscores the potential for significant returns in the biotech industry, contingent on successful product development and commercialization. The fact that PureTech has managed to avoid shareholder dilution for an extended period is noteworthy, as it is common for companies in this sector to raise funds through equity offerings, which can dilute existing shareholders.
However, the reallocation of capital from the proceeds of the Karuna sale towards shareholder returns rather than reinvestment into the pipeline might raise questions about the company's future growth prospects. Investors should consider the pipeline's maturity and the potential for upcoming catalysts that could drive future value. PureTech's confidence in its existing pipeline and its ability to support ongoing development with a robust cash runway is a critical factor for long-term investment considerations.
03/19/2024 - 03:00 AM
Proposed capital return of $100 million 250 pence per Ordinary Share
Premium of 25% to PureTech’s trailing three-day VWAP
Proposed Tender Offer follows completion of Karuna Therapeutics' $14 billion
BOSTON --(BUSINESS WIRE)--
PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) (“PureTech” or the “Company”), a clinical-stage biotherapeutics company dedicated to changing the lives of patients with devastating diseases, today announces a proposed capital return of $100 million $100 million 14% of PureTech’s market capitalization based on yesterday’s closing price. This follows the Company’s announcement that it will receive approximately $293 million
The Tender Offer will be launched after the publication of the Company’s Full Year Results in April 2024, subject to market conditions, and will require shareholder approval. A circular setting out the full terms of the Tender Offer and a timetable will be published upon launch.
If the full $100 million
Daphne Zohar, PureTech Founder and Chief Executive Officer commented:
“PureTech’s mission is to generate value both for patients and shareholders, and Bristol Myers Squibb’s acquisition of our Founded Entity Karuna Therapeutics for $14 billion $18.5 million $1.1 billion $50 million
As noted on 8 February 2024, the Company recently completed a $50 million $150 million 21% of the Company’s market capitalization as of 18 March 2024.
The Board determined the amount of the Tender Offer after considering feedback from a number of shareholders, tax implications, and the continued support of the Company’s existing and future Programs, including the recently announced Founded Entities. PureTech aims to maintain at least three year’s cash runway, and the Board intends to evaluate its capital allocation policy regularly to assess opportunities for additional capital returns to shareholders, subject to the Company’s operational needs.
About PureTech Health
PureTech is a clinical-stage biotherapeutics company dedicated to giving life to new classes of medicine to change the lives of patients with devastating diseases. The Company has created a broad and deep pipeline through its experienced research and development team and its extensive network of scientists, clinicians and industry leaders that is being advanced both internally and through its Founded Entities. PureTech's R&D engine has resulted in the development of 28 therapeutics and therapeutic candidates, including two that have received both US FDA clearance and European marketing authorization and a third (KarXT) that has been filed for FDA approval. A number of these programs are being advanced by PureTech or its Founded Entities in various indications and stages of clinical development, including registration enabling studies. All of the underlying programs and platforms that resulted in this pipeline of therapeutic candidates were initially identified or discovered and then advanced by the PureTech team through key validation points.
For more information, visit www.puretechhealth.com or connect with us on X (formerly Twitter) @puretechh.
Additional Information for U.S. Investors
The Tender Offer has not yet been approved by the Company’s shareholders and, accordingly, has not yet commenced. This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company pursuant to the Tender Offer or otherwise. If the Tender Offer is approved by the Company’s shareholders and does not qualify as a Tier I offer within the meaning of Rule 13e-4(h)(8) under the Securities Exchange Act of 1934, as amended, Company intends to file a tender offer statement on Schedule TO and related materials with the SEC in respect of such Tender Offer. The Company’s security holders are advised to carefully read these documents if and when they become available, and any amendments to these documents, in their entirety before making any decision with respect to the Tender Offer, because these documents will contain important information. If and when filed, the Company’s security holders may obtain copies of these documents and other documents filed with the SEC for free at the SEC’s website at www.sec.gov . In addition, if and when filed, the Company will provide copies of such documents free of charge to its security holders.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements that relate to our expectations around our therapeutic candidates and approach towards addressing major diseases, our future prospects, developments, and strategies, and statements regarding the intent, belief or current expectations regarding the intended commencement of the Tender Offer. The forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other important factors that could cause actual results, performance and achievements to differ materially from current expectations, including, but not limited to, those risks, uncertainties and other important factors described under the caption "Risk Factors" in our Annual Report on Form 20-F for the year ended December 31, 2022 filed with the SEC and in our other regulatory filings. These forward-looking statements are based on assumptions regarding the present and future business strategies of the Company and the environment in which it will operate in the future. Each forward-looking statement speaks only as at the date of this press release. Except as required by law and regulatory requirements, we disclaim any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 which forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this announcement via a Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/ 2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED
View source version on businesswire.com: https://www.businesswire.com/news/home/20240319883260/en/
PureTech
publicrelations@puretechhealth.com
Investor Relations
IR@puretechhealth.com
Jefferies International Limited
ematthews1@jefferies.com
Jee Lee
Jee.Lee@jefferies.com
EU Media
ben.atwell@FTIconsulting.com
U.S. Media
nichole@tenbridgecommunications.com
Source: PureTech Health plc
What is the proposed capital return announced by PureTech Health plc?
PureTech Health plc has announced a proposed capital return of $100 million to its shareholders through a Tender Offer.
What is the price per Ordinary Share Premium in the Tender Offer?
The price per Ordinary Share Premium in the Tender Offer is 250 pence, representing a 25% premium.
When will the Tender Offer be launched?
The Tender Offer will be launched after the publication of the Company's Full Year Results in April 2024.
What percentage of PureTech's market capitalization does the $100 million capital return represent?
The $100 million capital return represents approximately 14% of PureTech's market capitalization based on yesterday's closing price.
What was the gross proceeds PureTech received from its remaining stake in Karuna?
PureTech received approximately $293 million gross proceeds from its remaining stake in Karuna.
