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Pfizer raises scheme consideration to A$0.208 per share

  • Pfizer has agreed to increase the scheme consideration from A$0.146 per share to A$0.208 per share in cash
  • Court approves dispatch of Supplementary Scheme Booklet
  • The Revised Scheme Consideration of A$0.208 per share represents a material premium of 131.1% relative to ResApp's closing price on 8 April 2022 (prior to announcement of the Initial Scheme)
  • The Revised Scheme Consideration is equal to the Independent Expert's preferred value of a ResApp share

Background

Brisbane, Australia, 5 August 2022 - ResApp Health Limited (ASX: RAP) (ResApp) refers to its previous announcement made on 3 August 2022 in relation to the proposed acquisition of ResApp by Pfizer Australia Holdings Pty Limited (a wholly-owned subsidiary of Pfizer Inc., a global biopharmaceutical company) (Pfizer) by way of a scheme of arrangement (Scheme).

As outlined in ResApp's ASX announcement on 3 August 2022, ResApp and Pfizer have entered into a further amended and restated scheme implementation deed (Revised SID) to increase the scheme consideration to A$0.208 per share in cash (Revised Scheme Consideration).

The Revised Scheme Consideration of A$0.208 per ResApp share implies an equity value on a 100% fully diluted basis of approximately A$180 million and represents:

  • 131.1% premium to the ResApp closing price of A$0.09 per share on 8 April 2022, being the last trading day prior to announcement of the Initial Scheme
  • 132.1% premium to the ResApp 1 month volume-weighted average price (VWAP) to 8 April 2022
  • 152.7% premium to the ResApp 3-month VWAP to 8 April 2022
  • A price equal to the preferred value for a ResApp share identified by the Independent Expert

Supplementary Scheme Booklet

The Supreme Court of New South Wales (Court) has today made orders approving the dispatch of a supplementary explanatory statement providing information about the Scheme including the Revised Scheme Consideration (together, Supplementary Scheme Booklet) to ResApp shareholders.

A copy of the Supplementary Scheme Booklet is available electronically for viewing and downloading at:

For personal use only

ResApp's website:

www.resapphealth.com.au

Scheme website:

www.resappscheme.com

ASX website:

https://www2.asx.com.au/markets/company/rap/

ResApp shareholders should carefully read and consider both the Scheme Booklet released on 18 July 2022 and the Supplementary Scheme Booklet, including the materials annexed to both, before deciding how to vote at the Scheme Meeting. If after reading the Scheme Booklet or Supplementary Scheme Booklet you have any questions about the Scheme or either documents please visit the Scheme website at www.resappscheme.com or contact the ResApp Shareholder Information Line on 1300 620 649 (within Australia) or +61 3 9415 4326 (outside Australia), Monday to Friday between 8:30am and 5:00pm (AEST).

Amending Resolution and previously submitted proxies

Previously validly submitted proxies in respect of the resolution contained in the Notice of Scheme Meeting annexed to the Scheme Booklet released on 18 July 2022 (Scheme Resolution) are valid unless revoked (Existing Proxy).

If you wish to amend or cancel your Existing Proxy, you must register a new proxy by either:

  • lodging a replacement proxy online at https://investor.automic.com.au/#/loginsah and following the instructions provided; or
  • completing and returning to Automic the personalised proxy form which accompanies the Supplementary Scheme Booklet (New Proxy Form).

If you do not have an Existing Proxy and you wish to vote by proxy, you must either lodge a proxy online using the address provided above or complete and return to Automic the New Proxy Form which accompanies the Supplementary Scheme Booklet.

At the Scheme Meeting, ResApp shareholders will be asked to consider a motion to amend the proposed Scheme Resolution which has previously been notified to shareholders with the Scheme Booklet, so as to take into account the Revised Scheme Consideration described in the Supplementary Scheme Booklet (Amending Resolution). The Amending Resolution will require an ordinary resolution of shareholders present and voting in person or by proxy, and voting will be by a poll. Assuming the Amending Resolution is approved, shareholders will then be invited to vote by poll for approval of the amended Scheme by adoption of the amended Scheme Resolution. The text of the amended Scheme is included in the Supplementary Scheme Booklet.

If you have an Existing Proxy and have not revoked your proxy instruction and you have instructed your proxy to vote in favour of the Scheme Resolution, the proxy will be considered to have authority to vote in favour of the Amending Resolution and the amended Scheme Resolution. If the Chair of the Scheme Meeting is appointed as your proxy (or is appointed by default), the Chair intends to vote all valid undirected proxies which he receives for (or in favour of) the Amending Resolution and the amended Scheme Resolution.

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If you have an Existing Proxy and have not revoked your proxy instruction and you have instructed your proxy to vote against the Scheme Resolution, the proxy will be considered to have authority to vote against the Amending Resolution and the amended Scheme Resolution.

All proxy appointments, amendments and cancellations must be received no later than 2:00pm (AEST) on Wednesday, 17 August 2022 to be effective.

Recommendation of the ResApp Board

The Directors of ResApp continue to unanimously recommend that ResApp shareholders vote in favour of the Scheme, in the absence of a Superior Proposal1 and subject to the Independent Expert continuing to conclude that the Scheme is in the best interest of ResApp shareholders. Subject to those same qualifications, each Director intends to vote in favour of the Scheme with respect to the ResApp shares held or controlled by them.

Independent Expert's conclusion

The Supplementary Scheme Booklet contains a supplementary letter from BDO Corporate Finance WA Pty Limited (Independent Expert), which states the Independent Expert continues to conclude that the Scheme is in the best interests of ResApp shareholders, in absence of a Superior Proposal.

On 14 July 2022, the Independent Expert provided its final report which determined that the value of a ResApp share was A$0.146 to A$0.279 (on a controlling interest basis), with a preferred value of A$0.208 per ResApp share. The Revised Scheme Consideration of A$0.208 is equal to the preferred value. Accordingly, the Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of ResApp shareholders, in the absence of a Superior Proposal. In reaching its conclusion, the Independent Expert has taken into account all relevant matters including the results of the Data Confirmation Study, the FDA's grant of 510(k) clearance for SleepCheckRx in the United States, the extension of the Medgate AG licence, the Breathe Easy study and the Revised Scheme Consideration.

The Independent Expert's conclusion should be read in context with the full Independent Expert's report and Scheme Booklet released on 18 July 2022.

Scheme Timetable

ResApp does not currently anticipate any change to the timing of the Scheme Meeting, which is scheduled to take place is scheduled to take place at 2:00pm (AEST) on Friday, 19 August 2022 and will be held at the Four Seasons Hotel Sydney, 199 George Street, Sydney and virtually via an online platform. To attend the Scheme Meeting virtually, please pre-register in advance for the virtual meeting here: https://us02web.zoom.us/webinar/register/WN_pvBR0ih1TKCkkQjgjNNGNg.

1 As defined in the Revised SID announced to ASX on 3 August 2022.

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All registered ResApp shareholders at 7:00pm (AEST) on Wednesday, 17 August 2022 will be eligible to vote at the Scheme Meeting. Further information on how to participate in and vote at the Scheme Meeting is set out in the Scheme Booklet.

If you have already submitted a valid proxy and you want to change the way in which you have voted, you can register a new proxy by submitting the New Proxy Form dispatched to shareholders together with the Supplementary Scheme Booklet or electronically at https://investor.automic.com.au/#/loginsah. Electronically lodging a proxy is the recommended method for changing your proxy, given postal delays and the upcoming deadline of 2:00pm (AEST) 17 August 2022. Alternatively, you can contact the ResApp Shareholder Information Line on 1300 620 649 (within Australia) or +61 3 9415 4326 (outside Australia), Monday to Friday between 8:30am and 5:00pm (AEST), to request a New Proxy From. Any subsequent proxy form that you lodge will revoke any earlier proxy form that you have previously lodged. The cut-off date for receipt of proxies is 2:00pm (AEST) on 17 August 2022.

Further information

If you require further information or have questions in relation to the Scheme, please visit the Scheme website at www.resappscheme.com or contact the ResApp Shareholder Information Line on 1300 620 649 (within Australia) or +61 3 9415 4326 (outside Australia), Monday to Friday between 8:30am and 5:00pm (AEST).

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About ResApp Health Limited

ResApp Health Limited (ASX: RAP) is a leading digital health company developing smartphone applications for the diagnosis and management of respiratory disease. ResApp's machine learning algorithms use sound to diagnose and measure the severity of respiratory conditions without the need for additional accessories or hardware. ResApp's regulatory-approved and clinically validated products include ResAppDx, a smartphone-based acute respiratory disease diagnostic test; SleepCheckRx, a prescription-only smartphone application that screens adults for moderate to severe sleep apnoea; and SleepCheck, a smartphone application which allows consumers to self- assess their risk of sleep apnoea. For more information, please visit www.resapphealth.com.au.

Contacts

Dr Tony Keating

Mr Brian Leedman

CEO and Managing Director

Executive Director, Corporate Affairs

+61 430 180 659

+61 412 281 780

tony@resapphealth.com.au

brian@resapphealth.com.au

This ASX announcement was approved and authorised for release by the board of directors of ResApp Health.

RESAPP HEALTH LIMITED

For personal use only

SUPPLEMENTARY SCHEME

BOOKLET

This Supplementary Scheme Booklet amends and supplements the disclosure in the Scheme Booklet dated 15 July 2022 regarding the scheme of arrangement in relation to the proposed acquisition by Pfizer Australia Holdings Pty Limited of all your ResApp Health Limited shares

Your Directors continue to unanimously recommend that you

VOTE IN FAVOUR

of the Scheme, in the absence of a Superior Proposal

The Independent Expert continues to conclude that the Scheme is in the best interests of ResApp Health Limited Shareholders in the absence of a Superior Proposal

This is an important document and requires your immediate attention. You should read this document in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in any doubt as to what you should do, you should consult your financial, legal or other professional adviser.

If you require further information or have questions in relation to the Scheme, please visit the Scheme

website at www.resappscheme.com or contact the ResApp Shareholder Information Line on 1300 620 649 (within Australia) or +61 3 9415 4326 (outside Australia), Monday to Friday between 8:30am and 5:00pm (AEST).

Legal Advisor

Financial Advisor

ResApp Health Limited | SUPPLEMENTARY SCHEME BOOKLET

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Disclaimer

ResApp Health Limited published this content on 05 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 August 2022 09:33:02 UTC.