Entry into amended and restated Scheme Implementation Deed Brisbane, Australia, 3 August 2022 – ResApp Health Limited (ASX:RAP) (ResApp) refers to the amended and restated scheme implementation deed announced on 14 June 2022 (SID) between ResApp and Pfizer Australia Holdings Pty Limited (a wholly-owned subsidiary of Pfizer Inc., a global biopharmaceutical company) (Pfizer) pursuant to which Pfizer would acquire 100% of the issued capital of ResApp by way of a scheme of arrangement. Revised Scheme ResApp advises that it has entered into a further amended and restated scheme implementation deed (Revised SID) with Pfizer to increase the proposed consideration to $0.208 per ResApp share, matching the preferred value and within the assessed value range of $0.146 to $0.279 per ResApp share determined by BDO Corporate Finance (WA) Pty Ltd (Independent Expert) in its final Independent Expert's Report dated 14 July 2022. In light of the Second Revised SID, ResApp has submitted a draft supplementary explanatory statement (the Supplementary Scheme Booklet) to the Australian Securities and Investments Commission and the Supreme Court of New South Wales. The Supplementary Scheme Booklet is expected to be provided to or made available to ResApp shareholders shortly afterwards. Consistent with applicable regulatory guidance, the quantum of the break fee and reverse break fee have both been increased to $1,788,170 commensurate with the increased consideration payable under the revised terms of the proposed scheme of arrangement. A full copy of the Second Revised SID, including all applicable conditions, is attached to this announcement at Annexure A. Directors Recommendation The Directors of ResApp unanimously recommend that ResApp shareholders vote in favour of the revised Scheme in the absence of a Superior Proposal (as defined in the Second Revised SID) and subject to the Independent Expert concluding and continuing to conclude in its final Independent Expert’s report that the revised Scheme is in the best interests of ResApp shareholders. Subject to those same qualifications, each Director intends to vote, or cause to be voted, all ResApp shares held or controlled by them in favour of the Revised Scheme. ### About ResApp Health Limited ResApp Health Limited (ASX: RAP) is a leading digital health company developing smartphone applications for the diagnosis and management of respiratory disease. ResApp’s machine learning algorithms use sound to diagnose and measure the severity of respiratory conditions ResApp Health Limited ABN 51 094 468 318 Level 12, 100 Creek St, Brisbane QLD 4000 Australia T +61 7 3724 0035 E [email protected] W www.resapphealth.com.au without the need for additional accessories or hardware. ResApp’s regulatory-approved and clinically validated products include ResAppDx, a smartphone-based acute respiratory disease diagnostic test; SleepCheckRx, a prescription-only smartphone application that screens adults for moderate to severe sleep apnoea; and SleepCheck, a smartphone application which allows consumers to self-assess their risk of sleep apnoea. For more information, please visit www.resapphealth.com.au. Contacts Dr Tony Keating CEO and Managing Director +61 430 180 659 [email protected] Mr Brian Leedman Executive Director, Corporate Affairs +61 412 281 780 [email protected] This ASX announcement was approved and authorised for release by the board of directors of ResApp Health. ResApp Health Limited ABN 51 094 468 318 Level 12, 100 Creek St, Brisbane QLD 4000 Australia T +61 7 3724 0035 E [email protected] W www.resapphealth.com.au
RAP Price at posting:
12.3¢ Sentiment: Hold Disclosure: Held
