Related to Amryt’s acquisition of Aegerion Pharmaceuticals, Inc. in September 2019, Amryt issued Contingent Value Rights (‘‘CVRs’’) pursuant to which up to US $85,000,000 may become payable to Amryt’s shareholders and option-holders who were on the register at September 20, 2019 if certain approval and revenue milestones are met in relation Oleogel-S10.
The CVR’s are divided into three milestones which are related to the success of Oleogel-S10:
FDA CVR
- US $35,000,000 upon FDA approval
- 100% of the amount due if approval is obtained before December 31, 2021, with a sliding scale on a linear basis to zero if before July 1, 2022
EMA CVR
- US $15,000,000 upon EMA approval
- 100% of the amount due if approval is obtained before December 31, 2021, with a sliding scale on a linear basis to zero if before July 1, 2022
Revenue CVR
- US $35,000,000 upon Oleogel-S10 revenues exceeding US $75,000,000 in any 12-month period prior to June 30, 2024If any such milestone is achieved, Amryt may elect to pay the holders of CVRs by the issue of Amryt shares or Loan Notes. If Amryt elects to issue Loan Notes to holders of CVRs, it will settle such loan notes in cash 120 days after their issue. If none of the milestones are achieved, scheme shareholders and option-holders will not receive any additional consideration under the terms of the CVRs. In these circumstances, the value of each CVR would be zero.
FAQs
1. DOES AMRYT’S DELISTING FROM THE AIM MARKET AFFECT MY CONTINGENT VALUE RIGHTS?
No – CVR’s were granted to those who held ordinary shares in Amryt at September 20, 2019 and are a standalone instrument, Amryt’s AIM delisting does not have any effect on CVR’s or the rights attached to them.
2. Does the Complete Response Letter from the FDA affect my FDA CVR?
100% of the FDA CVR (US $35,000,000 upon FDA approval) would have been due if FDA approval was obtained for Oleogel-S10 before December 31, 2021. If approval is obtained post December 31, 2021 the amount due will be on a sliding scale on a linear basis to zero if approved before July 1, 2022.
3. Does the (EMA) CHMP positive opinion affect my EMA CVR?
100% of the EMA CVR (US $15,000,000 upon EMA approval) would have been due if EMA approval was obtained for Oleogel-S10 before December 31, 2021. As the CHMP positive opinion was received on April 22, 2022 the amount due will be based on a sliding scale on a linear basis to zero if approved before July 1, 2022. The Amryt Board has elected to pay the EMA CVR based on the CHMP positive opinion.
3.1 When will the EMA CVR be paid?
The Loan Notes will be redeemed in full on September 14, 2022 in accordance with the terms and conditions of the CVR Deed Poll and the Deed Poll constituting the Loan Notes (the form of which was appended to the CVR Deed Poll).
3.2 What is the amount payable for the EMA CVR?
The total amount payable to EMA CVR Holders will be approximately USD$5.7million. Each EMA CVR Holder will be issued with one loan note of USD$0.0995 for each CVR you hold (each a “Loan Note”). The certificates for the Loan Notes will be held by the Company’s Registrar, Link Group (“Link”), in electronic form on behalf of each CVR Holder.
3.3 Can I get a hard copy of the Loan Note?
The Loan Notes are being held by the Company Registrar. Hard copies are not being posted to CVR Holders and will be kept for 120 days by the Company Registrar in advance of the payment of the EMA CVR by cheque to the EMA CVR Holders.
3.4 Are the Loan Notes transferable?
No, the Loan Notes are not transferable.
3.5 Do I need to do anything to receive my EMA CVR?
No. The Company Registrar will issue a cheque on the Payment Date in the amount due to you.
3.6 Can I get my payment under the EMA CVR in a currency other than USD?
As per the terms of the CVR Deed Poll, all payments made will be in USD.
3.7 What If I have moved address?
Please contact your broker to update your details and if required your broker should inform the Company Registrar, Link Group.
3.8 What If I hold my CVRs in a nominee account?
Please contact your broker for further details.
4. Does the Complete Response Letter from the FDA and the (EMA) CHMP positive opinion affect my Revenue CVR?
100% of the Revenue CVR (US $35,000,000) will still become due if Oleogel-S10 revenues exceed US $75,000,000 in any 12-month period prior to June 30, 2024.
5. Has the CVR Revenue Milestone been achieved? Will the related CVR be paid?
The CVR Revenue Milestone has not been achieved and the CVR has been cancelled by Link Group, the Registrar.