Finance

Tetragon Launches Tender Offer Aiming to Acquire Non-Voting Shares Worth $25 Million

LONDON, March 8, 2024 /PRNewswire/ — Tetragon has publicized the initiation of a tender offer to buy back portions of its non-voting shares, proposing an aggregate payment ceiling of $25,000,000 in cash. This tactical financial maneuver, unveiled by Tetragon on March 4, 2024, will ensue through a modified Dutch auction. This process empowers shareholders to tender their non-voting shares at a price bracket of $9.00 to $10.50 each. The offer is poised to culminate at 11:59 p.m. Eastern Time on April 10, 2024, barring any potential extensions or early cessation.

Understanding the Tender Offer Dynamics

Eligible shareholders possess the option to indicate the quantity and desired price range within which they would prefer to tender their Tetragon non-voting shares. J.P. Morgan Securities plc, serving as the deal's arbitrator under its trade name J.P. Morgan Cazenove in the U.K., will be at the helm to ascertain the minimal share price within the stipulated range that will allow Tetragon to expend $25,000,000 for its own non-voting shares. This transaction value could be lower if the offer does not receive full subscription. The offer assumes a uniform purchase price for all shares bought back by Tetragon under this scheme.

Should the aggregate tendered shares at the finalized purchase price surpass $25,000,000 after accounting and invalid withdrawals, lowers bids are expected to be fully sanctioned. Bids made at the purchase price will face proration - a proportional reduction. In scenarios where such proration of eligible shares at this price does not adequately scale down the value to the stated $25,000,000, none at that price will be bought. Instead, pro rata diminution of shares tendered at the immediately inferior price will occur as needed to meet the $25,000,000 purchase threshold.

Anticipated to be made public on April 11, 2024, the definitive purchase price alongside any relevant proration factors will set the stage for Tetragon to expedite the share acquisition following the tender offer's closure.

Terms of the Offer

It's crucial to note, the tender offer does not rely on a minimal quantity of shares being proffered for purchase. This indicates an unconditional approach by Tetragon to buy back shares within the specified financial limit.

Offer Documentation Access and Recommendations

Tetragon’s official website is the place to scrutinize the full offer details. Stakeholders are encouraged to delve into the offer’s particulars held within the purchase documentation, accessible on Tetragon's share repurchases page. Shareholders are advised to peruse these materials scrupulously to make an informed decision about participating in the tender offer.

Those seeking additional clarification or printed copies of these documents can reach out to Computershare at +44 37 0707 4040 for assistance.

Company Overview and Contact Information

Tetragon, operating as a Guernsey-registered closed-ended investment firm, has made its mark by having its non-voting shares listed on the Euronext Amsterdam and actively traded on the Specialist Fund Segment of the Main Market on the London Stock Exchange. Tetragon Financial Management LP stands as its investment manager. More insights into the company are available at Tetragon’s official website.

There are essential ownership restrictions applicable to the non-voting shares, particularly concerning U.S. persons, along with a disclaimer on their suitability for European retail investors. Additional shareholder information can be garnered from Tetragon's additional information page.

For any inquiries regarding Tetragon or the tender offer, listed below are the contact details:

• Investor Relations: Yuko Thomas can be contacted via email at [email protected]

• Press Inquiries can be pitched to Prosek Partners with reach available in the U.K. at +44 20 3890 9193 and in the U.S. at +1 212 279 3115. Email correspondence is facilitated via [email protected]

The Tetragon team values transparency and prompt communication and is thus available for contact to address stakeholder queries.

Forward-Looking Statements Disclosure

This press announcement entails certain forward-looking statements. These reflect expectations or projections about future events and involve inherent risks and uncertainties. Tetragon desires to clarify that such forward-looking assertions do not establish any form of assurance regarding anticipated performance. Real results might deviate significantly from those expressed or implied in these statements. Tetragon upholds its commitment to updating these forward-looking statements only if necessitated by governing laws.

Regulatory and Compliance Notes

The disclosures included herein bear significant legal bearings. It encapsulates inside information as denoted by Article 7(1) of the EU Market Abuse Regulation (2014/596/EU), or EU MAR, along with its retained accompaniment within U.K. law post-Brexit. The release refrains from promoting or indorsing the procurement or offer to purchase securities within the United States or other jurisdictions. Tetragon's securities, absent U.S. Securities Act of 1933 registration, are barred from offering or sale to U.S. persons sans applicable lawful exceptions.

This announcement does not advocate for participation in the tender offer, rather, it advises eligible Tetragon shareholders to rely on independent evaluation of the company's publicly disclosed information. Neither J.P. Morgan Securities plc nor its affiliates are liable for any use or the accuracy of the details within this announcement. The contained particulars may be subject to alterations until the offer’s closing date.

Specificity for the U.K. Market

In the United Kingdom, the outstretch of this announcement is curtailed to professionally experienced investment persons. It aligns with defined parameters under the Financial Services and Markets Act 2000. The tender offer subscribes to relevance only for such outlined persons, and any unrelated individuals should not base any actions on the contents of this announcement. Moreover, those distributing this information must ascertain its legal dissemination.

J.P. Morgan Securities plc, an entity authorized by the U.K.'s regulatory bodies, iterates its exclusive representation of Tetragon for the tender offer. It emphasizes no advisory responsibilities beyond Tetragon’s interests in connection with the tender offer.

Conclusion

Tetragon Financial Group Limited's strategic initiative to repurchase its shares through a modified Dutch auction represents a significant financial governance step. The tender offer's unique terms give stakeholders flexibility and signify Tetragon's strong foothold in the investment market. As the offer period approaches its close, shareholders have the critical task of reviewing the terms and deciding their participation based on comprehensive due diligence.

The financial pathways are marked with intricate regulatory frameworks, and Tetragon adopts a professional stance in adhering to necessary legal compliances, especially concerning U.S. and U.K. laws. Market participants eye the proceedings as a signal of Tetragon's market confidence and future trajectory. The closure of the tender offer next month will undoubtedly encapsulate the financial community's response and Tetragon's progressive investment narrative.

Through transparent communication lines with investor relations and press inquiry contacts, along with detailed documentation available online, Tetragon reinforces its commitment to ensuring stakeholders are well-informed. The forward-looking statements underscore the fluid nature of financial forecasts while adhering to statutory disclosure mandates.

In sum, Tetragon presents this offering as an opportunity for stakeholders to engage in a significant investment event, underpinned by a framework designed to foster equitable participation and adherence to the highest standards of financial conduct.