Amsterdam Molecular Therapeutics Announces Completion of Disposal of its Operations to uniQure B.V. and its Dissolution Becoming Effective
AMSTERDAM, April 5, 2012 /PRNewswire via COMTEX/ -- Amsterdam Molecular Therapeutics (AMT) Holding N.V. in liquidation (in liquidatie) , announces that following the approval of the corporate restructuring and financing transaction by the Extraordinary General Meeting ("EGM") of shareholders that was held on 30 March 2012, completion of the disposal of AMT's entire business and operations to uniQure B.V. has taken place on 5 April 2012. Immediately following the completion of the disposal and consequently as per 5 April 2012, the dissolution of the company as resolved by the EGM has become effective, with Mr. Jörn Aldag and Mr. Piers Morgan being the liquidators that shall liquidate the company's dissolved property.
As consideration for the disposed business and operation, AMT received 31,101,065 depositary receipts (certificaten van aandelen) for (class B) ordinary shares in uniQure B.V. ("uniQure DRs"). Because AMT's dissolved property consists of the uniQure DRs without it having any known financial liabilities, and the financial condition is expected to justify the same, the liquidators of AMT intend to make an advance liquidation distribution (the "Advance Distribution") to the AMT shareholders by distributing and allocating to each such shareholder one uniQure DR for each AMT share held on the Distribution Record Date. The Distribution Record Date is expected to be 23 April 2012 and the date on which the Advance Distribution of the uniQure DRs is expected to take place is 26 April 2012.
The Advance Distribution of the uniQure DRs to the AMT shareholders will be settled through the book entry system operated by Euroclear Netherlands, and will result in one uniQure DR being credited in the securities account of each AMT shareholder for each AMT share held on the Distribution Record Date. Consequently, to receive uniQure DRs, a person must hold AMT shares on the Distribution Record Date. To hold AMT shares on the Distribution Record Date, a shareholder must have bought such shares before the Ex Date, which shall be the second business day prior to the Distribution Record Date. Conversely, shareholders that do not want to receive uniQure DRs, must sell their AMT shares before the Ex Date. Shareholders having questions or requiring additional information on this settlement though Euroclear Netherlands are recommended to contact their bank or intermediary or other adviser.
Each AMT shareholder holding at least 5% of the shares in the capital of AMT on the Distribution Record Date shall be entitled to exchange its uniQure DRs for an equal number of ordinary shares (class A) in uniQure, subject to such shareholder becoming party to the uniQure Shareholder Agreement (the "Exchange Offer"). An AMT shareholder that wishes to exchange its uniQure DRs for ordinary shares (class A) in uniQure pursuant to the Exchange Offer must give written notice thereof to AMT within ten business days after the Distribution Record Date. The written notice should be accompanied with evidence of their AMT shareholding. More information on the Exchange Offer can also be found in the trust conditions (administratievoorwaarden) of Stichting Administratiekantoor uniQure B.V., the trust foundation that has issued the uniQure DRs.
For completeness sake it is noted that the AMT shares will not extinguish or otherwise cease to exist upon the Advance Distribution of the DRs. The AMT shares will continue to exist until the liquidation is finalised and AMT ceases to exist, which is expected to occur in the summer of 2012. AMT and its shares ceasing to exist upon the ending of the liquidation shall effectively also result in AMT's delisting, to the extent the delisting cannot be achieved at an earlier date in consultation with Euronext Amsterdam and subject to such conditions as Euronext Amsterdam may propose.