Ares Life Sciences I SARL reached an agreement to acquire remaining 16.13% stake in Stallergenes Greer plc (ENXTPA:STAGR) from a group of shareholders for approximately €120 million on March 21, 2019. Ares Life Sciences I SARL will pay €37 per share in cash. If any dividend or other distribution is paid in respect of shares on or after the date of the announcement and before the effective date, Waypoint reserves the right to reduce the acquisition Price by the aggregate per share amount of such dividend or other distribution. 0.41 million vested options will be redeemed immediately by Ares on the acquisition date and 0.45 million unvested options will be redeemed on their exercisable date of September 30, 2021. Rest of the options will be cancelled by Stallergenes. As of March 28, 2019, the acquisition price of €37 per share was termed as fair by the independent expert Finexsi. As of April 5, 2019, payment of the cash consideration to the relevant paying agents by Waypoint is expected to be made by May 23, 2019. Ares Life Sciences I SARL (Waypoint) intends to finance the aggregate price payable to shareholders through a new debt facility to be entered into by Waypoint (or one of Waypoint's affiliates) before the Effective Date. Waypoint and Stallergenes Greer have also entered into the Funding Commitment Letter with certain affiliates of Waypoint, setting out arrangements for Waypoint to pay the aggregate price payable to Shareholders pursuant to the Scheme if the debt facility is not available. The acquisition will be implemented by way of an English law scheme of arrangement, which requires, among other things, both the approval of Stallergenes Greer plc shareholders (other than Waypoint) and the approval of the High Court of Justice of England and Wales. The Special Committee of Stallergenes Greer plc intends to unanimously recommend that shareholders vote in favour (or procure or direct votes in favour) of the acquisition at the Court Meeting and the General Meeting. The Board of Stallergenes Greer plc formed the Special Committee to evaluate and consider the proposal. Following the acquisition, Stallergenes Greer will be de-listed from the regulated market of Euronext Paris. The scheme will become effective in second half of May 2019. The Scheme will fail if the necessary majority does not approve the Scheme Resolution or the Special Resolution or if the Court does not approve it. As of April 5, 2019, last day of dealing in shares is expected to be May 10, 2019, the court meeting and the general meeting are scheduled to be held on May 13, 2019, suspension of listing and dealing is expected to be held on May 13, 2019 and court hearing to sanction the scheme is to be held on May 15, 2019. On May 13, 2019, shareholder of Stallergenes Greer approved the transaction in general meeting as well as court meeting. Completion of the acquisition remains subject to the satisfaction or waiver of the remaining conditions set out in the scheme document. Delisting of shares is expected on May 17, 2019. The scheme will also lapse if the scheme does not become effective by the longstop date as of June 30, 2019. Edward Banks, Simon Elliott, Wladimir Wallaert, Torera Oyewo, David Stingle, Christina Yoon, Harry Williams and Megan Soper of Evercore Partners International LLP acted as financial advisors, Joel Ziff, Gilles Lebreton and Aline Cardin of Clifford Chance LLP acted as legal advisor and Olivier Peronnet, Olivier Courau, Jean-Marc Brichet, Maxime Rogeon, Charles Bourras, Salah Benabderrazik and Lucas Robin of Finexsi Expert & Conseil Financier acted as independent valuation expert for the Special Committee of Stallergenes Greer plc. Cailin McGurk, Sarantis Douropoulos, Nicolas Le Ray of UBS AG London Branch acted as financial advisors for Ares Life Sciences I SARL. Danny Tricot, Stephen Arcano, Pascal Bine, Claire Consoli, Mark Darley, Benjamin Godard, Scott Hopkins, Adam Howard, Alex Jupp, Craig Kelly, Margaux Lize, Thomas Perrot, and Luke Vassay of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for Ares Life Sciences I SARL.Linda Hesse of Jones Day acted as legal advisor to Stallergenes Greer plc. Ares Life Sciences I SARL completed the acquisition of remaining 16.13% stake in Stallergenes Greer plc (ENXTPA:STAGR) from a group of shareholders on May 16, 2019. Post completion, Waypoint now owns the entire issued ordinary share capital of Stallergenes Greer other than 59,231 treasury shares. Each of the independent non-executive Directors has resigned from the Board of Directors of Stallergenes Greer as of May 16, 2019.