Park City, Utah (December 21, 2020)—DW Healthcare Partners V, L.P. (“Purchaser”), announced today that it has commenced a cash tender offer for all of the outstanding ordinary shares of Parnell Pharmaceuticals Holdings Ltd (OTC Pink Open Market: PARNF) (“Parnell”) at a price of U.S.$0.40 per share, net to the seller in cash without interest and less applicable withholding taxes. The tender offer is being made pursuant to the Master Transaction Agreement, dated as of November 16, 2020 (together with any amendments or supplements thereto, the “Master Transaction Agreement”), between Parnell and Purchaser, pursuant to which, after the completion of the tender offer and the satisfaction or waiver of certain conditions, Purchaser will acquire a controlling interest in Parnell representing at least 50.01% of the shares outstanding.
The $0.40 per share all-cash tender offer represents a premium of approximately 208% over Parnell’s closing price per share reported on the OTC Pink Open Markets on November 13, 2020 before announcement of the Master Transaction Agreement, and is being made pursuant to an Offer to Purchase, dated December 21, 2020.
The tender offer will expire on January 21, 2021, at 11:59 P.M., New York City time, unless the tender offer is extended in accordance with the terms of the Master Transaction Agreement.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer materials that Purchaser will provide in connection with the tender offer. This communication is for informational purposes only. Prior to making any decision regarding the tender offer, Parnell shareholders are strongly advised to read the Offer to Purchase and related Letter of Transmittal and other offer materials. DF King & Co. is acting as information agent for Purchaser in the tender offer. American Stock Transfer & Trust Company, LLC is acting as depositary and paying agent in the tender offer. Requests for documents and questions regarding the tender offer may be directed to DF King & Co. by telephone at (800) 399-1581 or banks and brokers may call (212) 269-5550.
DW Healthcare Partners V, L.P. (“Purchaser”) is a limited partnership fund established in the Cayman Islands. Purchaser is managed and operated by its general partner, DW Healthcare Management V, L.P., an exempted limited partnership formed in the Cayman Islands, which is managed by its general partner, DW Healthcare Management UGP V, LLC (a Delaware limited liability company).