PARK CITY, UTAH Jan. 21, 2021 — DW Healthcare Partners V, L.P. (“DWHP“), announced today that it is extending the expiration time of its previously announced cash tender offer (the “Tender Offer“) in the Offer to Purchase dated December 21, 2020 (“Offer to Purchase“) for all of the outstanding ordinary shares (the “Tender Securities“) 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 to 11:59 p.m., New York City time, on January 28, 2021 (the “New Expiration Time“).
The Tender Offer will now expire at one minute after the New Expiration Time.
Holders of 5,695,775 Tender Securities had tendered their Tender Securities as of 5:00 p.m. New York City time, on January 21, 2021. The original expiration time of the Tender Offer (the “Original Expiration Time“) was one minute after 11:59 p.m. New York City time on January 21, 2021.
DWHP is also extending the previously announced withdrawal time for the Tender Offer in the Offer to Purchase to 11:59 p.m. New York City time, on January 28, 2021 (the “New Withdrawal Time“). Tender Securities validly tendered prior to the Original Expiration Time, and any Tender Securities tendered after the Original Expiration Time and prior to the New Expiration Time, may be withdrawn prior to one minute after the New Withdrawal Time in accordance with the terms of the Offer to Purchase.
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), between Parnell and DWHP, pursuant to which, after the completion of the Tender Offer and the satisfaction or waiver of certain conditions, DWHP will acquire a controlling interest in Parnell representing at least 50.01% of the ordinary shares outstanding. 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 DWHP 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 DWHP 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.
A copy of this press release can be found on Parnell’s website at http://www.parnell.com.
DW Healthcare Partners V, L.P. (“DWHP“) is a limited partnership fund established in the Cayman Islands. DWHP 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).