Plakkerdeplak..
What was driving management and board of
directors to suggest this transaction?
Main goals of the uniQure transaction
_ The uniQure transaction offers the only significant funding opportunity
that is currently available to AMT
_ All shareholders can participate in potential value upside
What are the detailed reasons for management and
board of directors to propose uniQure?
Financial markets remain difficult
_ AMTs bankers unable to assist AMT to attract additional financing in the
current circumstances
_ Specialist biotech funds and investors that AMT approached directly not
willing to invest at this stage
_ Possibilities of a strategic party successfully making a bid for AMT or its
assets explored but found not to be available
_ After regulatory setbacks in June and October 2011, Glybera® returned
under CHMP further review – is not reflected in the current stock price
_ € 5m investment identified, but fund is restricted to unlisted companies
_ Secures near-term cash position, enabling opportunity to partner
Hemophilia B program, conclude ongoing CHMP referral of Glybera
What are the
key features of the Extrordinary General Meeting?
_ You, the shareholders, decide over the uniQure transaction at the
Extraordinary General Meeting on March 30, 2012
_ Alternative offers, if unconditional, will be put to vote as well
(deadline for offers March 14, 2012)
_ You, the shareholders, will decide the preferred route
What are the key features of uniQure?
_ € 7.0 m new funding at market price (€ 0.614 share)
_ Eliminates risk of default on the convertible loan of € 5.3 m
_ STAK mechanism is not putting small shareholders at a disadvantage
(shareholders to hold DRs, STAK the underlying shares)
_ Guarantees efficiency in a trade sale scenario
_ Single point of contact for shareholder communication
_ DR holders can direct STAK how to vote on the shares underlying their DRs
_ DRs participate equally alongside uniQure shares in value on an exit
_ DRs are not listed but freely transferrable
_ uniQure will be dominated by Forbion and, to a lesser extent, the other
major investors
Are there any relevant tax considerations for you?
_ Dutch tax considerations for AMT shareholders are described in
Appendix 3 to the Shareholder Circular, which is published on the AMT
website (www.amtbiopharma.com)
_ Individual’s tax positions will depend on their own particular
circumstances
_ You need to consult your personal tax adviser
uniQure – Structure
_ Shareholder vote on March 30, 2012 on the uniQure proposal,
and on any alternative offers
_ Proxy forms available from March 14, 2012
(final date for any alternative offers)
_ If uniQure is approved, AMT shareholders will receive 1 uniQure DR in
respect of each AMT share held on the distribution record date
_ Each DR has an equal participation with the uniQure shares on any
exit – whether a trade sale or an IPO
_ uniQure DRs survive for as long as the underlying uniQure shares are
Outstanding
uniQure – Financial position
_ uniQure receives € 7.0 million in new funds
_ uniQure has opportunity to close a collaboration in Hemophilia B (target 1H12)
_ The combination of these two events is expected to provide uniQure with financial
stability into 2014
_ Objective to leverage AMT’s gene therapy platform in uniQure with at least 1 further
partnership to generate revenues
_ Glybera: outcome of CHMP referral remains a potential future upside for shareholders
_ “It is the intention of Forbion that an exit, for instance by means of
a sale of the Business or a Listing, be achieved as soon as
practically possible and commercially sensible”
(Shareholder circular, section 7.3)
uniQure – Conclusion
_ uniQure transaction
stabilizes the company for the benefit of all shareholders
_ Secures AMT’s survival, whilst limiting dilution
_ Allows shareholders to participate in the potential upside from a Hemophilia B
partnership and / or Glybera
_ The uniQure structure is fair to all shareholders
_ DRs rank equally with uniQure shares on an exit
_ DR holders can direct STAK how to vote on the shares underlying their DRs
_ DRs are not listed but freely transferrable
_ Any alternative offers will be put to shareholders for consideration