An all share offer agreement was reached between the BTG Board and the Independent Protherics Directors for the share capital of Protherics.

The merger between BTG and Protherics is intended to create a sustainably profitable specialty pharmaceuticals business with the following in mind: greater revenues and royalties from both products and programs; a broad, diversified portifolio of  development programs including those of Varisolve® and CytoFab™; a strong financial position and a new sales force in the US, among other things.

Under the recommended offer, shareholders will receive 0.291 New BTG Shares for every 1 Protherics Share held at the time of merger and the terms of the offer were agreed upon on the basis of a price of 206 pence for each existing BTG Share and a price of 60 pence for each Protherics Share, valuing the Protherics Fully Diluted Share Capital at approximately £218.1 million. The recommended offer represents a premium of 45.5 percent.

Once the merger is approved, if no further BTG Shares are issued, approximately 41.2 percent of the ordinary share capital of BTG will be held by former Protherics Shareholders and approximately 58.8 percent will be held by existing BTG Shareholders. The recommended offer will be conditional on, among other things, the approval of the BTG Shareholders and the approval of Protherics Shareholders.

After the merger, Dr John Brown will continue as non-executive Chairman of BTG, with an executive team led by Dr Louise Makin as Chief Executive Officer, Rolf Soderstrom, who will join the BTG Board as Chief Financial Officer and Christine Soden, who will move to the role of Chief Operating Officer.

The proposed merger is favorably considered by both The Independent Protherics Directors and the BTG Directors who encouraged shareholders to support the merger.

Source: Protherics plc