Type of information: Establishment of a new subsidiary in the EU
Company: Nabriva Therapeutics (Austria) Nabriva Ireland (Ireland)
Therapeutic area: Infectious diseases
Type agreement: establishment of a new subsidiary in the EU
- • On May 23, 2017, Nabriva Therapeutics commenced the previously announced tender offer related to the exchange of American depositary shares and common shares of Nabriva Therapeutics AG for ordinary shares of Nabriva Ireland.
- Once the Exchange Offer is completed, Nabriva AG will become a subsidiary of Nabriva Ireland, and it is expected that Nabriva Ireland will then become the publicly-traded parent company of the Nabriva Group and its subsidiaries with its tax residency in Ireland . A tender offer statement on Schedule TO that includes the Exchange Offer Document and related Exchange Offer Tender Form that set forth the complete terms and conditions of the Exchange Offer has been filed with the U.S. Securities and Exchange Commission by Nabriva Ireland. Additionally, Nabriva AG has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 today that includes the recommendation of the Management Board and the Supervisory Board of Nabriva AG that holders of Nabriva AG Common Shares and Nabriva AG ADSs tender their securities in the Exchange Offer.
- • On April 17, 2017, Nabriva Therapeutics announced that its supervisory board and management board approved the relocation of the holding company of Nabriva AG and its subsidiaries (“Nabriva Group”) from Austria to Ireland. The Redomiciliation Transaction will be effected by the exchange of American depositary shares and shares of Nabriva AG for shares of Nabriva Therapeutics, a newly-formed Irish public limited company, with Nabriva Ireland becoming the publicly-traded parent entity of Nabriva AG. Once the Exchange Offer is completed, the current Austrian publicly-traded parent company, will become a subsidiary of the newly-formed Irish company, and it is expected that Nabriva Ireland will then become the publicly-traded parent company of the Nabriva Group and its subsidiaries with its tax residency in Ireland.