ZQ Capital Management Ltd on Monday announced a mandatory takeover offer for Allergy Therapeutics PLC, as required under UK takeover rules, but it said the offer won’t be accepted by the Allergy’s second largest shareholder and so won’t succeed.

Following the completion by Allergy of an equity financing round announced back in April, ZQ vehicle Skygem Acquisition Ltd now has 2.85 billion Allergy shares, a 59.96% stake. Exceeding a 30% stake, ZQ is required to make a mandatory cash offer for the entire company.

ZQ is offering 1 pence per Allergy share, the same price that it paid for its own shares. Allergy was down 7.3% to 1.25p early Monday in London. The takeover offer values all of Allergy’s equity at £47.9 million.

However, Southern Fox, which has a 27.5% stake in Allergy, has given ZQ an irrevocable undertaking not to accept the offer. ‘As a result of this, SkyGem will not be able to reach the 90 per cent. threshold of acceptances in relation to the offer that would enable it to ’squeeze out’ minority shareholders,’ ZQ said.

ZQ and Southern Fox both have provided funding to Allergy as it develops its products. Allergy is a Worthing, West Sussex-based pharmaceutical company specialising in allergy vaccines.

‘SkyGem intends to continue to support Allergy Therapeutics’ existing business plan and foresees no significant changes to it,’ ZQ said on Monday. ‘In addition, SkyGem intends to continue to be financially supportive such that Allergy Therapeutics’ growth and earning potential is optimized going forward.’

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