ResApp Health : Increased Scheme Consideration from Pfizer

For personal use only

Increased Scheme Consideration from Pfizer

• ResApp Health and Pfizer have agreed to increase the scheme consideration from A$0.115 per share in cash to:
• • A$0.207 per share in cash, upon satisfaction of a Confirmatory Data Readout Condition (Confirmed Data Consideration); or
  • A$0.146 per share in cash, in the event the Confirmatory Data Readout Condition is not satisfied (Unconfirmed Data Consideration)
• Relative to ResApp's share price prior to announcement of the Initial Scheme, the Revised Scheme Consideration represents a material premium of:
• • 130.0% based on the Confirmed Data Consideration
  • 62.2% based on the Unconfirmed Data Consideration
• Draft Independent Expert Report confirms that Revised Scheme is fair and reasonable and in best interests of ResApp shareholders
• The ResApp Board unanimously recommends that ResApp shareholders vote in favour of the Revised Scheme

Background

Brisbane, Australia, 14 June 2022 - ResApp Health Limited (ASX:RAP) (ResApp or the Company) refers to the Scheme Implementation Deed (SID) announced on 11 April 2022 between the Company and Pfizer Australia Holdings Pty Limited) (a wholly-ownedsubsidiary of Pfizer Inc, a global biopharmaceutical company) (Pfizer) pursuant to which Pfizer would acquire 100% of the issued capital of ResApp by way of a scheme of arrangement (Initial Scheme). The consideration proposed under the Initial Scheme was a cash amount of A$0.115 per ResApp share (Initial Scheme Consideration).

As contemplated by the SID, ResApp commissioned BDO Corporate Finance (WA) Pty Ltd (Independent Expert or BDO) to prepare a report to opine on whether the Initial Scheme was in the best interests of ResApp shareholders (IER).

On 30 May 2022, the Independent Expert provided a draft IER to the ResApp Board (Draft IER) which determined that the value of a ResApp share (on a controlling interest basis) was A$0.146 to A$0.277, with a preferred value of A$0.207 per ResApp share.

ResApp Health Limited ABN 51 094 468 318

Level 12, 100 Creek St, Brisbane QLD 4000 Australia

T [phone] E [e-mail] W www.resapphealth.com.au

For personal use only

Given that the Initial Scheme Consideration was below the range set out in the Draft IER, following receipt of the Draft IER, ResApp and Pfizer engaged in a period of consultation and negotiation regarding the Scheme consideration.

Revised Scheme

ResApp and Pfizer confirm that the consultation process has resulted in the parties agreeing to increase the Scheme consideration to:

• A$0.207 per share in cash, upon satisfaction of the Confirmatory Data Readout Condition (as described below) (Confirmed Data Consideration); or
• A$0.146 per share in cash, in the event the Confirmatory Data Readout Condition is not satisfied (Unconfirmed Data Consideration).

A clinical validation study (Data Confirmation Study) is being undertaken to confirm that ResApp's COVID-19cough-based detection tool (COVID Algorithm) performs at or around the sensitivity and specificity reported by ResApp for its pilot study on 22 March 2022 (March Results) on additional clinical data collected from its India and US study recruitment sites.

The Confirmatory Data Readout Condition will be satisfied and the Confirmed Data Consideration will be payable in the event that both of the following requirements are satisfied:

1. the Data Confirmatory Study shows that the COVID Algorithm performs with sensitivity at a minimum of, and no less than 6% below, the 92% sensitivity reported in the March Results and specificity at a minimum of, and no less than 9% below, the 80% specificity reported in the March Results; and
2. the Data Confirmatory Study results are confirmed by an independent statistician (to be agreed between ResApp and Pfizer)

(together, the Confirmatory Data Readout Condition).

The results of the Data Confirmation Study and the independent statistician review are expected to be delivered on or around Monday, 20 June 2022. ResApp will announce the results once known.

The Confirmatory Data Readout Condition may only be waived by Pfizer at its discretion.

If the Revised Scheme is implemented, each ResApp shareholder on the Scheme Record Date will receive a cash amount of either A$0.207 or A$0.146 per ResApp share (each, the Revised Scheme Consideration), depending on the satisfaction of the Confirmatory Data Readout Condition outlined above.

The Confirmed Data Consideration of $0.207 per ResApp share implies an equity value on a 100% fully diluted basis of approximately A$180 million and represents:

ResApp Health Limited ABN 51 094 468 318

Level 12, 100 Creek St, Brisbane QLD 4000 Australia

T [phone] E [e-mail] W www.resapphealth.com.au

For personal use only

• 130.0% 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
• 131.0% premium to the ResApp 1 month volume-weighted average price (VWAP) to 8 April 2022
• 151.5% premium to the ResApp 3-month VWAP to 8 April 2022
• 80.0% increase in value relative to the Initial Scheme Consideration of A$0.115 per share

The Unconfirmed Data Consideration implies an equity value range on a 100% fully diluted basis of approximately A$127 million and represents:

• 62.2% premium to the ResApp closing price on 8 April 2022
• 63.0% premium to the ResApp 1-month VWAP to 8 April 2022
• 77.4% premium to the ResApp 3-month VWAP to 8 April 2022
• 27.0% increase in value relative to the Initial Scheme Consideration of A$0.115 per share

On 13 June 2022, the Independent Expert provided a revised draft IER to the ResApp Board (Updated Draft IER) which contained a draft conclusion that the Revised Scheme was fair and reasonable to ResApp shareholders and therefore in the best interests of ResApp shareholders.

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

ResApp Board Unanimously Recommends the Revised Scheme

The Directors of ResApp unanimously recommend that ResApp shareholders vote in favour of the Revised Scheme at the Scheme Meeting, in the absence of a Superior Proposal and subject to the Independent Expert concluding in the final Independent Expert's Report (and continuing to conclude) that the Revised Scheme is in the best interests of ResApp shareholders.

Subject to those same qualifications, each member of the ResApp Board intends to vote, or cause to be voted, all ResApp shares held or controlled by them in favour of the Revised Scheme. Since the SID was announced on 11 April 2022, no party has engaged with ResApp with regard to evaluating or providing a competing proposal.

The Revised Scheme provides the opportunity for all ResApp shareholders to realise an attractive cash price for all their ResApp shares and avoid the risks associated with the execution of ResApp's long term strategy.

ResApp Health Limited ABN 51 094 468 318

Level 12, 100 Creek St, Brisbane QLD 4000 Australia

T [phone] E [e-mail] W www.resapphealth.com.au

For personal use only

Tony Keating, CEO and Managing Director of ResApp said "The ResApp Board is pleased to announce the renegotiated agreement with Pfizer which represents a material increase in the consideration to be received. The Board believes this offer provides an attractive premium to the undisturbed ResApp share price, reduces the risk for shareholders by providing certainty through an all cash offer, while also valuing the upside potential of these COVID-19results. We believe that it represents significant value for all shareholders and the ResApp Board strongly recommends shareholders vote in favour of the transaction in the absence of a superior proposal."

Updated Scheme Timetable

An updated indicative Scheme timetable is set out below. A Scheme Booklet containing important information about the Revised Scheme and the Scheme Meeting, the reasons for ResApp Directors' recommendation, and the Independent Expert's report, is expected to be sent to ResApp shareholders in the coming weeks.

Shareholders do not need to take any action in relation to the Revised Scheme at this stage.

Event	Expected Date
Results of ResApp Confirmatory Study and independent	On or around 20 June 2022
statistician review
Dispatch of Scheme Booklet to ResApp shareholders	Early to mid-July 2022
Scheme Meeting	Early to mid-August 2022
Second Court Date	Mid to late August 2022
Effective Date	Mid to late August 2022
Implementation Date	Mid to late August 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 and the independent statistician.

Advisers

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

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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

ResApp Health Limited ABN 51 094 468 318

Level 12, 100 Creek St, Brisbane QLD 4000 Australia

T [phone] E [e-mail] W www.resapphealth.com.au

For personal use only

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
[phone]	[phone]
[e-mail]	[e-mail]

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

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

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.

ResApp Health Limited ABN 51 094 468 318

Level 12, 100 Creek St, Brisbane QLD 4000 Australia

T [phone] E [e-mail] W www.resapphealth.com.au