RTW Biotech Opportunities – Significant acquisition of Arix Bioscience’s assets
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RTW Biotech Opportunities (LSE: RTW)

Last close As at 01/11/2024

1.36

0.00 (0.00%)

Market capitalisation

286m

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Research: Investment Companies

RTW Biotech Opportunities – Significant acquisition of Arix Bioscience’s assets

On 1 November 2023, RTW Biotech Opportunities (RTWBIO), a full life cycle biotech investor, announced what it considers to be a transformational deal. It plans to acquire the assets of UK-listed Arix Bioscience in an all-share transaction, which on a pro-forma basis would increase RTWBIO’s NAV by c $550m (c 63%). The deal brings the prospects of increased liquidity in RTWBIO’s shares and a more efficient cost base, and potential for a higher RTWBIO valuation. Arix’s shareholders would receive new RTWBIO shares at an implied c 46% premium to the level before Arix announced a strategic review. Meanwhile, RTWBIO’s management team anticipates that the deal would be single-digit accretive to the company’s NAV per share at completion.

Melanie Jenner

Written by

Mel Jenner

Director, Investment Trusts

Investment Companies

RTW Biotech Opportunities

Significant acquisition of Arix Bioscience’s assets

Investment trusts
Biotechnology

1 November 2023

Price

$1.15

Market cap

$243m

Total assets

$336m

NAV*

$1.59

Discount to NAV**

27.7%

*At 30 September 2023. **Based on current share price and last published NAV.

Yield

0.0%

Ordinary shares in issue

211.1m

Codes

RTW ($), RTWG (£)

Primary exchange

LSE

AIC sector

Biotechnology & Healthcare

52-week high/low

$1.34

$0.99

NAV* high/low

$1.72

$1.40

*Including income

Fund objective

RTW Biotech Opportunities (RTWBIO) is managed by global healthcare specialist RTW Investments (RTW). RTWBIO was launched on 30 October 2019 and is focused on identifying transformative assets with high growth potential across the biopharmaceutical sector. The portfolio contains private as well as publicly listed companies. RTWBIO’s performance is measured against an index of small-cap biotech stocks and the NASDAQ Biotechnology Index.

Analyst

Mel Jenner

+44 (0)20 3077 5700

RTW Biotech Opportunities is a research client of Edison Investment Research Limited

On 1 November 2023, RTW Biotech Opportunities (RTWBIO), a full life cycle biotech investor, announced what it considers to be a transformational deal. It plans to acquire the assets of UK-listed Arix Bioscience in an all-share transaction, which on a pro-forma basis would increase RTWBIO’s NAV by c $550m (c 63%). The deal brings the prospects of increased liquidity in RTWBIO’s shares and a more efficient cost base, and potential for a higher RTWBIO valuation. Arix’s shareholders would receive new RTWBIO shares at an implied c 46% premium to the level before Arix announced a strategic review. Meanwhile, RTWBIO’s management team anticipates that the deal would be single-digit accretive to the company’s NAV per share at completion.

The deal will be structured using an RTWBIO subsidiary via a scheme of reconstruction and a voluntary winding up of Arix under the Insolvency Act 1986. The proposed terms value each Arix share at £1.43, which is a c 46% premium to the £0.98 per share on 12 July 2023 (the business day before Arix announced a strategic review).

Via its subsidiary, RTWBIO expects to enter into an agreement to acquire a c 25.5% interest in Arix from Acacia Research Corporation’s (Arix’s largest shareholder) for £1.43 per share in cash. Subject to regulatory and shareholder approval, this acquisition is expected to close in Q124.

Following completion of the deal, Arix shareholders are expected to own c 38.8% of the combined company, with RTWBIO’s shareholders owning c 61.2%. The boards of both companies consider that the acquisition is in the best interests of all shareholders involved, and is occurring during a time when robust biotech industry fundamentals appear to be underappreciated by investors.

RTW is a leading global life sciences investor whose full life cycle approach aims to generate superior returns by supporting growth companies at different stages of their development. It has a team of 43 investment professionals, the majority of whom have advanced scientific qualifications, that builds, supports and invests in innovative life science companies aiming to solve challenging unmet patient needs. Compared with Arix’s focus on private and venture capital investing in life sciences, RTW offers a broader range of investment and financing options.

During 2022 and so far in 2023, RTWBIO has made nine new investments and had seven successful IPOs or exits of portfolio companies. The acquisition would bring c $128m of Arix’s liquid assets, of which c $60m is expected to be in cash following completion of the scheme and the cost of the deal. RTWBIO intends to invest this capital in both public and private assets and can deploy cash quickly via investment in its ‘other public’ portfolio, which is made up of listed companies held by other RTW funds, to minimise cash drag. It can also deploy capital through its royalty and structured finance strategy, which provides an income stream with returns that are uncorrelated with equity returns and stock market volatility.

We will cover the Arix transaction in more detail in our upcoming RTWBIO review.

General disclaimer and copyright

This report has been commissioned by RTW Biotech Opportunities and prepared and issued by Edison, in consideration of a fee payable by RTW Biotech Opportunities. Edison Investment Research standard fees are £60,000 pa for the production and broad dissemination of a detailed note (Outlook) following by regular (typically quarterly) update notes. Fees are paid upfront in cash without recourse. Edison may seek additional fees for the provision of roadshows and related IR services for the client but does not get remunerated for any investment banking services. We never take payment in stock, options or warrants for any of our services.

Accuracy of content: All information used in the publication of this report has been compiled from publicly available sources that are believed to be reliable, however we do not guarantee the accuracy or completeness of this report and have not sought for this information to be independently verified. Opinions contained in this report represent those of the research department of Edison at the time of publication. Forward-looking information or statements in this report contain information that is based on assumptions, forecasts of future results, estimates of amounts not yet determinable, and therefore involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of their subject matter to be materially different from current expectations.

Exclusion of Liability: To the fullest extent allowed by law, Edison shall not be liable for any direct, indirect or consequential losses, loss of profits, damages, costs or expenses incurred or suffered by you arising out or in connection with the access to, use of or reliance on any information contained on this note.

No personalised advice: The information that we provide should not be construed in any manner whatsoever as, personalised advice. Also, the information provided by us should not be construed by any subscriber or prospective subscriber as Edison’s solicitation to effect, or attempt to effect, any transaction in a security. The securities described in the report may not be eligible for sale in all jurisdictions or to certain categories of investors.

Investment in securities mentioned: Edison has a restrictive policy relating to personal dealing and conflicts of interest. Edison Group does not conduct any investment business and, accordingly, does not itself hold any positions in the securities mentioned in this report. However, the respective directors, officers, employees and contractors of Edison may have a position in any or related securities mentioned in this report, subject to Edison's policies on personal dealing and conflicts of interest.

Copyright 2023 Edison Investment Research Limited (Edison).

Australia

Edison Investment Research Pty Ltd (Edison AU) is the Australian subsidiary of Edison. Edison AU is a Corporate Authorised Representative (1252501) of Crown Wealth Group Pty Ltd who holds an Australian Financial Services Licence (Number: 494274). This research is issued in Australia by Edison AU and any access to it, is intended only for "wholesale clients" within the meaning of the Corporations Act 2001 of Australia. Any advice given by Edison AU is general advice only and does not take into account your personal circumstances, needs or objectives. You should, before acting on this advice, consider the appropriateness of the advice, having regard to your objectives, financial situation and needs. If our advice relates to the acquisition, or possible acquisition, of a particular financial product you should read any relevant Product Disclosure Statement or like instrument.

New Zealand

The research in this document is intended for New Zealand resident professional financial advisers or brokers (for use in their roles as financial advisers or brokers) and habitual investors who are “wholesale clients” for the purpose of the Financial Advisers Act 2008 (FAA) (as described in sections 5(c) (1)(a), (b) and (c) of the FAA). This is not a solicitation or inducement to buy, sell, subscribe, or underwrite any securities mentioned or in the topic of this document. For the purpose of the FAA, the content of this report is of a general nature, is intended as a source of general information only and is not intended to constitute a recommendation or opinion in relation to acquiring or disposing (including refraining from acquiring or disposing) of securities. The distribution of this document is not a “personalised service” and, to the extent that it contains any financial advice, is intended only as a “class service” provided by Edison within the meaning of the FAA (i.e. without taking into account the particular financial situation or goals of any person). As such, it should not be relied upon in making an investment decision.

United Kingdom

This document is prepared and provided by Edison for information purposes only and should not be construed as an offer or solicitation for investment in any securities mentioned or in the topic of this document. A marketing communication under FCA Rules, this document has not been prepared in accordance with the legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research.

This Communication is being distributed in the United Kingdom and is directed only at (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") (ii) high net-worth companies, unincorporated associations or other bodies within the meaning of Article 49 of the FPO and (iii) persons to whom it is otherwise lawful to distribute it. The investment or investment activity to which this document relates is available only to such persons. It is not intended that this document be distributed or passed on, directly or indirectly, to any other class of persons and in any event and under no circumstances should persons of any other description rely on or act upon the contents of this document.

This Communication is being supplied to you solely for your information and may not be reproduced by, further distributed to or published in whole or in part by, any other person.

United States

Edison relies upon the "publishers' exclusion" from the definition of investment adviser under Section 202(a)(11) of the Investment Advisers Act of 1940 and corresponding state securities laws. This report is a bona fide publication of general and regular circulation offering impersonal investment-related advice, not tailored to a specific investment portfolio or the needs of current and/or prospective subscribers. As such, Edison does not offer or provide personal advice and the research provided is for informational purposes only. No mention of a particular security in this report constitutes a recommendation to buy, sell or hold that or any security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person.

London │ New York │ Frankfurt

20 Red Lion Street

London, WC1R 4PS

United Kingdom

London │ New York │ Frankfurt

20 Red Lion Street

London, WC1R 4PS

United Kingdom

General disclaimer and copyright

This report has been commissioned by RTW Biotech Opportunities and prepared and issued by Edison, in consideration of a fee payable by RTW Biotech Opportunities. Edison Investment Research standard fees are £60,000 pa for the production and broad dissemination of a detailed note (Outlook) following by regular (typically quarterly) update notes. Fees are paid upfront in cash without recourse. Edison may seek additional fees for the provision of roadshows and related IR services for the client but does not get remunerated for any investment banking services. We never take payment in stock, options or warrants for any of our services.

Accuracy of content: All information used in the publication of this report has been compiled from publicly available sources that are believed to be reliable, however we do not guarantee the accuracy or completeness of this report and have not sought for this information to be independently verified. Opinions contained in this report represent those of the research department of Edison at the time of publication. Forward-looking information or statements in this report contain information that is based on assumptions, forecasts of future results, estimates of amounts not yet determinable, and therefore involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of their subject matter to be materially different from current expectations.

Exclusion of Liability: To the fullest extent allowed by law, Edison shall not be liable for any direct, indirect or consequential losses, loss of profits, damages, costs or expenses incurred or suffered by you arising out or in connection with the access to, use of or reliance on any information contained on this note.

No personalised advice: The information that we provide should not be construed in any manner whatsoever as, personalised advice. Also, the information provided by us should not be construed by any subscriber or prospective subscriber as Edison’s solicitation to effect, or attempt to effect, any transaction in a security. The securities described in the report may not be eligible for sale in all jurisdictions or to certain categories of investors.

Investment in securities mentioned: Edison has a restrictive policy relating to personal dealing and conflicts of interest. Edison Group does not conduct any investment business and, accordingly, does not itself hold any positions in the securities mentioned in this report. However, the respective directors, officers, employees and contractors of Edison may have a position in any or related securities mentioned in this report, subject to Edison's policies on personal dealing and conflicts of interest.

Copyright 2023 Edison Investment Research Limited (Edison).

Australia

Edison Investment Research Pty Ltd (Edison AU) is the Australian subsidiary of Edison. Edison AU is a Corporate Authorised Representative (1252501) of Crown Wealth Group Pty Ltd who holds an Australian Financial Services Licence (Number: 494274). This research is issued in Australia by Edison AU and any access to it, is intended only for "wholesale clients" within the meaning of the Corporations Act 2001 of Australia. Any advice given by Edison AU is general advice only and does not take into account your personal circumstances, needs or objectives. You should, before acting on this advice, consider the appropriateness of the advice, having regard to your objectives, financial situation and needs. If our advice relates to the acquisition, or possible acquisition, of a particular financial product you should read any relevant Product Disclosure Statement or like instrument.

New Zealand

The research in this document is intended for New Zealand resident professional financial advisers or brokers (for use in their roles as financial advisers or brokers) and habitual investors who are “wholesale clients” for the purpose of the Financial Advisers Act 2008 (FAA) (as described in sections 5(c) (1)(a), (b) and (c) of the FAA). This is not a solicitation or inducement to buy, sell, subscribe, or underwrite any securities mentioned or in the topic of this document. For the purpose of the FAA, the content of this report is of a general nature, is intended as a source of general information only and is not intended to constitute a recommendation or opinion in relation to acquiring or disposing (including refraining from acquiring or disposing) of securities. The distribution of this document is not a “personalised service” and, to the extent that it contains any financial advice, is intended only as a “class service” provided by Edison within the meaning of the FAA (i.e. without taking into account the particular financial situation or goals of any person). As such, it should not be relied upon in making an investment decision.

United Kingdom

This document is prepared and provided by Edison for information purposes only and should not be construed as an offer or solicitation for investment in any securities mentioned or in the topic of this document. A marketing communication under FCA Rules, this document has not been prepared in accordance with the legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research.

This Communication is being distributed in the United Kingdom and is directed only at (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") (ii) high net-worth companies, unincorporated associations or other bodies within the meaning of Article 49 of the FPO and (iii) persons to whom it is otherwise lawful to distribute it. The investment or investment activity to which this document relates is available only to such persons. It is not intended that this document be distributed or passed on, directly or indirectly, to any other class of persons and in any event and under no circumstances should persons of any other description rely on or act upon the contents of this document.

This Communication is being supplied to you solely for your information and may not be reproduced by, further distributed to or published in whole or in part by, any other person.

United States

Edison relies upon the "publishers' exclusion" from the definition of investment adviser under Section 202(a)(11) of the Investment Advisers Act of 1940 and corresponding state securities laws. This report is a bona fide publication of general and regular circulation offering impersonal investment-related advice, not tailored to a specific investment portfolio or the needs of current and/or prospective subscribers. As such, Edison does not offer or provide personal advice and the research provided is for informational purposes only. No mention of a particular security in this report constitutes a recommendation to buy, sell or hold that or any security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person.

London │ New York │ Frankfurt

20 Red Lion Street

London, WC1R 4PS

United Kingdom

London │ New York │ Frankfurt

20 Red Lion Street

London, WC1R 4PS

United Kingdom

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