RECOMMENDED ACQUISITION OF ALLIANCE PHARMA PLC

10 January 2025

RECOMMENDED ACQUISITION
of
ALLIANCE PHARMA PLC
by AEGROS BIDCO LIMITEDa newly incorporated company to be indirectly owned by DBAY Affiliates and the ERES IV Fund to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006

Summary

The boards of directors of Aegros Bidco Limited ("Bidco") and Alliance Pharma plc ("Alliance") are pleased to announce that they have reached agreement on the terms and conditions of a recommended acquisition by Bidco for the entire issued and to be issued ordinary share capital of Alliance (other than the Alliance Shares held by funds advised or managed by DBAY Advisors Limited ("DBAY")) (the "Acquisition"). The Acquisition is intended to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Under the terms of the Acquisition, each Scheme Shareholder will be entitled to receive: for each Scheme Share: 62.5 pence in cash (the "Cash Offer") with an alternative option to participate in an unlisted share alternative in respect of some or all of their Scheme Shares (the "Alternative Offer").

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