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RESAPP HEALTH LIMITED

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Delayed Australian Stock Exchange  -  02:10 2022-07-01 am EDT
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ResApp Health : Proposed Acquisition of ResApp Health by Pfizer

04/10/2022 | 07:59pm EDT

For personal use only

Proposed Acquisition of ResApp Health by Pfizer

  • Acquisition price of A$0.115 per share in cash

  • Consideration represents an attractive premium to the pre-announcement share price

  • ResApp Board unanimously recommends that ResApp shareholders vote in favour of the Scheme

  • ResApp and Pfizer enter into a Research & Development License Agreement

Brisbane, Australia, 11 April 2022 - ResApp Health Limited (ASX:RAP), a leading digital health company developing smartphone applications for the diagnosis and management of respiratory disease, today announces that it has entered into a binding scheme implementation deed with Pfizer Australia Holdings Pty Limited (a wholly-owned subsidiary of Pfizer Inc, a global biopharmaceutical company) (Pfizer), under which it is proposed that Pfizer will acquire 100% of the shares in ResApp Health (ResApp) by way of a Scheme of Arrangement (the Scheme) for A$0.115 per share in cash (Scheme Consideration), representing a total equity value of approximately A$100 million.

Tony Keating, CEO and Managing Director of ResApp said "We are excited by the prospect of this acquisition by Pfizer, a leading biopharmaceutical company that shares our vision and belief that technology can help transform healthcare and improve patients' lives. The proposed acquisition recognises the years of dedicated work by the ResApp team to build ResApp into a leader in audio-based analysis of respiratory health. We believe that the material premium and certainty of an all cash consideration is an attractive outcome for our shareholders."

"This proposed acquisition and research collaboration add to our growing digital capabilities and bolster our efforts to pave a new era for digital health," said Lidia Fonseca, Chief Digital and Technology Officer, Pfizer.

Overview of the Scheme

Under the terms of the Scheme, ResApp shareholders will be entitled to receive A$0.115 in cash per share (Scheme Consideration), subject to all applicable conditions being satisfied or waived and the Scheme being implemented.

The Scheme Consideration of A$0.115 cash per share represents:

  • 27.8% 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 Scheme

  • 28.4% premium to the 1 month volume-weighted average price (VWAP) to 8 April 2022

  • 39.7% premium to the 3 month VWAP to 8 April 2022

ResApp Health Limited ABN 51 094 468 318

Level 12, 100 Creek St, Brisbane QLD 4000 Australia

T +61 7 3724 0035 E info@resapphealth.com.au W www.resapphealth.com.au

For personal use only

The Scheme Consideration represents a total equity value for ResApp of approximately A$100 million.

Subject to the Independent Expert determining that the Scheme is in the best interests of ResApp shareholders, and in the absence of a superior proposal, the Directors of ResApp unanimously recommend that ResApp shareholders vote in favour of the Scheme and intend to vote shares in their control in favour of the proposed Scheme.

The offer will be made pursuant to a scheme of arrangement and ResApp shareholders will have the opportunity to vote on the Scheme at a meeting to be held in mid June 2022.

The Scheme remains subject to other conditions including:

  • The Independent Expert concluding that the Scheme is in the best interests of ResApp shareholders;

  • Certain regulatory approvals, including Australia Competition and Consumer Commission (ACCC) clearance

  • No "Material Adverse Change" or "Regulated Events"; and

  • Court approval.

Under the Scheme Implementation Deed, ResApp will be bound by customary exclusivity provisions including "no shop", "no talk" (subject to the ResApp Directors' fiduciary obligations), and "notification" obligations as well as "matching" rights. A break fee of approximately A$1 million will be payable by ResApp in certain circumstances, and a reverse break fee of approximately A$1 million will be payable by Pfizer in certain circumstances.

A full copy of the Scheme Implementation Deed, including all applicable conditions, is attached to this announcement in Annexure A.

Research & Development Licence Agreement

In addition to the Scheme, ResApp has entered into a Research & Development Licence Agreement (R&D Licence) pursuant to which Pfizer and ResApp will collaborate on the research and development of products in the field of COVID-19. The key terms of the R&D Licence are as follows:

  • Non-exclusive research and development licence in the field of COVID-19.

  • 6-month term, though parties may agree to two extensions of 3 months each.

  • Each party will retain all rights to its respective intellectual property and know how during the term.

  • Total A$3 million up-front licence fee, and up to A$1 million in milestone payments based on clinical trial recruitment.

ResApp Health Limited ABN 51 094 468 318

Level 12, 100 Creek St, Brisbane QLD 4000 Australia

T +61 7 3724 0035 E info@resapphealth.com.au W www.resapphealth.com.au

For personal use only

  • Right of First Negotiation for certain commercial transactions with third parties (including commercialisation licenses) in the COVID-19 field.

  • Termination by:

    • o ResApp for material breach that is not remedied; or

    • o Pfizer for convenience with 30 days' notice or for material breach that is not remedied.

Indicative timetable and next steps

ResApp shareholders do not need to take any action at the present time. ResApp is preparing a Scheme Booklet which will contain information relating to the Scheme, including the reasons for the Directors' recommendation and details of the Scheme Meeting. The Scheme Booklet will also include an Independent Expert's opinion on whether the Scheme is in the best interests of ResApp shareholders. The Scheme Booklet is expected to be sent to ResApp shareholders in mid May 2022.

It is currently anticipated that ResApp shareholders will be given the opportunity to vote on the Scheme at a Scheme Meeting expected to be held in mid June 2022 and, if approved the Scheme would be implemented shortly thereafter. An indicative timetable for the Scheme is set out below:

Event

Expected Date

Dispatch of Scheme Booklet to ResApp shareholders

Mid May 2022

Scheme Meeting

Mid June 2022

Second Court Date

Mid June 2022

Effective Date

Mid June 2022

Implementation Date

Late June 2022

These dates are indicative and may be subject to change due to a range of factors, including (but not limited to) the expected timing of necessary approvals.

Advisers

Azure Capital Pty Ltd is acting as financial adviser and DLA Piper as legal adviser to ResApp.

###

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

ResApp Health Limited ABN 51 094 468 318

Level 12, 100 Creek St, Brisbane QLD 4000 Australia

T +61 7 3724 0035 E info@resapphealth.com.au W www.resapphealth.com.au

For personal use only

clinically validated products include ResAppDx, a smartphone-based acute respiratory disease diagnostic test for use in telehealth, emergency department and primary care settings; and SleepCheck, a smartphone application which allows consumers to self-assess their risk of sleep apnoea. Both products are CE Marked in Europe and TGA approved in Australia. 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

Disclaimer

This announcement has been prepared in relation to Pfizer's proposed acquisition of ResApp by way of scheme of arrangement between ResApp and its shareholders under Part 5.1 of the Corporations Act 2001 (Cth) (Scheme). Under the Scheme, Pfizer will acquire 100% of ResApp Shares in exchange for cash consideration. The Scheme is subject to the terms and conditions described in the Scheme Implementation Deed. A copy of the Scheme Implementation Deed is attached to this announcement.

ResApp have prepared this announcement based on information available to it as at the date of this announcement. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this announcement. To the maximum extent permitted by law, neither ResApp, its respective directors, employees, agents or advisers, or any other person, accepts any liability, including, without limitation, any liability arising from fault or negligence on the part of any of them or any other person, for any loss arising from the use of this announcement or its contents or otherwise arising in connection with it.

Forward Looking Statements

This announcement contains forward looking statements concerning ResApp and Pfizer which are made as at the date of this announcement (unless otherwise indicated), including statements about intentions, beliefs and expectations of the directors and management of ResApp, the anticipated timing, outcome and effects of the Scheme.

Forward looking statements are not statements of historical fact or actual events and results may differ materially from those contemplated by the forward looking statements as a result of a variety of risks, uncertainties and other factors, many of which are outside the control of ResApp.

Any forward looking statements, as well as any other opinions and estimates, provided in this announcement are based on assumptions and contingencies which are subject to change without notice and may prove ultimately to be materially incorrect, as are statements about market and industry trends, which are based on interpretations of current market conditions.

ResApp Health Limited ABN 51 094 468 318

Level 12, 100 Creek St, Brisbane QLD 4000 Australia

T +61 7 3724 0035 E info@resapphealth.com.au W www.resapphealth.com.au

For personal use only

There can be no assurance that the Scheme will be implemented. You are strongly cautioned not to place undue reliance on forward looking statements, including in respect of the financial or operating outlook for ResApp (including any continued development under the R&D Licence), particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the ongoing COVID19 pandemic and the Russo-Ukraine conflict.

Except as required by law or the ASX listing rules, ResApp assumes no obligation to provide any additional or updated information or to update any forward looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this announcement will, under any circumstances (including by reason of this announcement remaining available and not being superseded or replaced by any other presentation or publication with respect to ResApp, or the subject matter of this announcement), create an implication that there has been no change in the affairs of ResApp since the date of this announcement.

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

ResApp Health Limited ABN 51 094 468 318

Level 12, 100 Creek St, Brisbane QLD 4000 Australia

T +61 7 3724 0035 E info@resapphealth.com.au W www.resapphealth.com.au

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

ResApp Health Limited published this content on 10 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 April 2022 23:58:04 UTC.


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